Tax Audits and Proceedings Sample Clauses

Tax Audits and Proceedings. No audits, examinations, investigations, claims, requests for information, ruling requests, or other proceedings with respect to Taxes or Tax Returns of the Company or any of its Subsidiaries are currently in process, pending or threatened in writing.
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Tax Audits and Proceedings. Notwithstanding the provisions of Section 11.4, the provisions of this Section 8.4(e) shall apply to Tax Claims. If written notice of any audit or proceeding with respect to Taxes or Tax Returns of, or with respect to, any member of the Company Group or the assets of any member of the Company Group (a “Tax Claim”) is received by the Purchaser, any member of the Company Group or any of their respective Affiliates with respect to any period (or portion thereof) ending on or before the Closing Date, or for which the Seller could have an indemnification obligation under this Agreement, the Purchaser shall notify the Seller promptly in writing of such Tax Claim. The failure of the Purchaser to notify the Seller pursuant to this Section 8.4(e) shall not constitute a waiver of any claim to indemnification under this Agreement in the absence of material prejudice to the Seller. The Seller, at its sole expense, shall have the right to represent the applicable member of the Company Group in connection with any Tax Claim relating to any period ending on or before the Closing Date and control the discussions and other proceedings that may occur with respect to the resolution of any such Tax Claim; provided that, in the event that any such Tax Claim could result in an adjustment that would increase the liability for Tax attributable to a period (or portion thereof) ending after the Closing Date or for any Tax that is the responsibility of the Purchaser, a member of the Company Group or any respective Affiliates under this Agreement, the Seller, on a timely basis, shall keep the Purchaser reasonably informed of the progress of any such Tax Claim, shall permit the Purchaser, at its sole expense, to participate in the discussions and other proceedings with respect to the resolution of the Tax Claim, and shall not settle or compromise any such Tax Claim without the consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Purchaser, at its sole expense, shall have the right to represent the applicable member of the Company Group in connection with any Tax Claim relating to a Straddle Period and control the discussions and other proceedings that may occur with respect to the resolution of any such Tax Claim; provided that, in the event that any such Tax Claim could result in an adjustment that would result in an indemnification obligation for the Seller pursuant to Section 11.1(d), the Purchaser, on a timely basis, shall keep th...
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Tax Audits and Proceedings. Except as set forth in Section 2.9(i) of the Disclosure Schedule, no audits, examinations, investigations, claims, requests for information, ruling requests, or other proceedings with respect to Taxes or Tax Returns of the Company or any of its Subsidiaries are currently in process, pending or threatened in writing
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Tax Audits and Proceedings. Except as set forth in Section 2.9(i) of the Disclosure Schedule, no audits, examinations, investigations, claims, requests for information, ruling requests, or other proceedings with respect to Taxes or Tax Returns of the Company or any of its Subsidiaries are currently in process, pending or threatened in writing (j) Statute of Limitations. No waiver or extension of any statute of limitations with respect to Taxes or Tax Returns for which the Company or any of its Subsidiaries may be liable is currently in effect or has been requested by any Tax Authority. (k) Section 481(a)
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Tax Audits and Proceedings. In the event of a conflict between Section 5.2 and this Section 4.1(b), this Section 4.1(b) shall control.
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Tax Audits and Proceedings. To the knowledge of the Company, there is no audit or other proceeding presently pending or threatened, with regard to any Taxes or Tax Returns relating to the Company. No issue has been raised in writing or, to the knowledge of the Company, orally by any Governmental Entity with respect to Taxes of the Company in any prior examination which, by application of the same or similar principles, would reasonably be expected to result in assertion of a Tax underpayment for any other period of the Company.
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Related to Tax Audits and Proceedings

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Acts and Proceedings This Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and is a valid and binding agreement of the Investor.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Claims and Proceedings 13 3.17 Taxes........................................................... 14 3.18 Personnel....................................................... 14 3.19

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

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