Tax Conduct Sample Clauses

Tax Conduct. 14.1 With a view to (a) minimising any liability of the Vendor to make or suffer an actual payment of tax and (b) subject to (a), preserving so far as possible tax reliefs available as at the Effective Date for use by members of the New Telewest Group and in the future, the parties hereby agree as follows.
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Tax Conduct. 8.1 If the Purchaser or any Group Company becomes aware of any matter or circumstance which constitutes or which would or might give rise to a Tax Claim (including any Assessment), the Purchaser shall, or shall procure that the relevant Group Company shall as soon as reasonably practicable, and in any event within 10 (ten) calendar days of becoming aware, give written notice thereof (including reasonable particulars of the matter or circumstance) to the Seller ("Tax Assessment Notice"); provided, however, that no delay in delivering a Tax Assessment Notice will relieve the Seller from any indemnification obligation under this Schedule unless, and solely to the extent that, the Seller is actually prejudiced by such delay. 8.2 Subject to paragraphs 8.3 and 8.4 below, the Purchaser shall, or shall procure that the relevant Group Company shall, at the sole cost and expense of the Seller, take any reasonable action and institute any proceedings as the Seller may reasonably request to respond to inquiries or to avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter (or postpone any Tax concerned) and, only with respect to proceedings that solely relate to Taxes for Pre-Completion Tax Periods (excluding, for this purpose, any Straddle Periods), if the Seller requests in writing and indemnifies the relevant Group Company and the Purchaser to the reasonable satisfaction of the Purchaser against all Damages (including any additional Tax, except additional Tax due in relation to any period after Completion as a result of the use of a Relief, other than an Accounts Relief or a Purchaser's Relief, during a Pre-Completion Tax Period) which may be suffered or incurred as a consequence of any action taken in accordance with this paragraph 8.2, at the Seller's expense, allow the Seller to control the conduct of the proceedings to respond to, avoid, dispute, defend, appeal, compromise, contest, deny or settle any Assessment or claim on behalf of the relevant Group Company with the relevant Tax Authority or any appellate body or court. The Seller shall, and shall procure that its duly authorized agent (at the sole cost and expense of the Seller): 8.2.1 respond to inquiries and conduct any negotiations or proceedings within the time allowed under Applicable Law; 8.2.2 conduct such proceeding diligently and in good faith and in a manner so as to not unreasonably delay the resolution of such proceeding; 8.2.3 submit to the Purchaser for comments each ...
Sample 1
Tax Conduct. Prior to Voyageur or the Vendors changing any financial or Tax accounting methods, policies or practices of Voyageur, except as required by a change in GAAP or SEC rules, regulations or guidelines or applicable law, making, revoking or amending any Tax election of Voyageur, filing any Tax Return (or any amendment thereto) or claiming refund by Voyageur, consenting to extend the period of limitations for the payment or assessment of any Tax of Voyageur, or settling or compromising any Tax liability or refund of Voyageur, the Vendors will provide the Purchaser with written notice of, and a reasonable opportunity to consult with Voyageur regarding, such intended action.
Sample 1
Tax Conduct. Except as expressly contemplated by this Agreement or as consented to in writing by Dresser-Rand Group, the Sellers shall not, and shall not permit any Acquired Company to, do any of the following (except as may be required by Law): (a) make or rescind any express or deemed election relating to Taxes with respect to an Acquired Company; (b) settle or compromise any Proceeding, audit or controversy relating to Taxes of an Acquired Company; (c) file a material amendment to any Tax Return related to an Acquired Company; (d) Consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment of an Acquired Company; or (e) change in any respect any Acquired Company’s method of reporting any item for Tax purposes.
Sample 1
Tax Conduct. Except as expressly contemplated by this Agreement or as consented to in writing by Purchaser (which Consent shall not be unreasonably withheld or delayed), Seller shall not, and shall not permit any of the Previous Holders or the OFS Companies to, do any of the following (except as may be required by Applicable Law): (a) make or rescind any express or deemed election relating to Taxes with respect to an OFS Company; (b) settle or compromise any Action or Proceeding, audit or controversy relating to Taxes of an OFS Company; (c) file an amended Tax Return related to an OFS Company; (d) Consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment of an OFS Company; or (e) change in any respect an OFS Company’s method of reporting any item for Tax purposes.
Sample 1
Tax Conduct. None of the Parties shall (A) make or change any material election in respect of material Taxes of any Group Company, PACI or Merger Sub, (B) materially amend, modify, or otherwise change any material Tax Return filed by or with respect to a Group Company, PACI or Merger Sub, (C) enter into any closing agreement in respect of material Taxes of a Group Company, PACI or Merger Sub, or enter into any Tax indemnity, Tax sharing, or Tax allocation or similar agreement in respect of material Taxes other than any customary commercial Contracts entered into in the ordinary course of business not primarily related to Taxes, (D) surrender any right to claim a material refund of Taxes, (E) consent to any extension or waiver of the limitations period applicable to any material Tax claim or assessment, or (F) settle any claim or assessment in respect of material Taxes of any Group Company, PACI or Merger Sub, except, in each case, in the ordinary course of business.
Sample 1

Related to Tax Conduct

  • Business Conduct Merger Sub was formed on December 3, 2020. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

  • Detrimental Conduct You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

  • ETHICAL CONDUCT Seller's employees shall comply with the BorgWarner Supplier Code of Conduct articulated within the BorgWarner Supplier Manual. Compliance with these standards is a mandatory component of Buyer's purchase contracts worldwide and must also apply to Seller subcontractors. Both, the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual are incorporated by reference as part of the Purchase Order, are binding on the Seller, and Seller explicitly verifies to have read and accepted the BorgWarner Supplier Code of Conduct and the BorgWarner Supplier Manual.

  • Business Conducted Borrower shall continue in the business currently conducted by it using its best efforts to maintain its customers and goodwill. Borrower shall not engage, directly or indirectly, in any line of business substantially different from the business conducted by it immediately before the Closing Date, or engage in business or lines of business which are not reasonably related thereto.

  • Professional Conduct Any Firm providing legal services to Citizens shall ensure that its personnel complies with all applicable standards of ethics and rules of professional responsibility, including the Florida Rules of Professional Conduct promulgated by the Florida Supreme Court for attorneys practicing in Florida (or similar standards applicable to attorneys practicing outside the State of Florida). Such standards include rules related to conflicts of interest and confidentiality that are intended to protect Citizens and Citizens’ information. Additionally, in keeping with the vision and mission of Citizens as entrusted by the Florida legislature, Citizens expects all attorneys and legal professionals acting on its behalf, or on behalf of Citizens’ insureds, to adhere to the initiatives for Professional Conduct as promoted by the Florida Bar Center for Professionalism. On January 30, 2015 the Florida Bar Board of Governors approved “Professionalism Expectations.” In keeping with the vision and mission of Citizens as entrusted by the Florida legislature, Citizens expects all attorneys and legal professionals acting on its behalf, or on behalf of Citizens’ insureds, to adhere to the letter and spirit of Professional Conduct as promoted by the Florida Bar’s Standing Committee on Professionalism expressed within this document.

  • General Conduct The BSC has specific policies governing conduct in the units, including, but not limited to, assault, harassment, sexual harassment, host, alcohol, party and substance abuse policies. Member agrees to read and abide by these policies. Failure to follow BSC conduct policies will lead to a range of sanctions up to and including termination of this contract and BSC membership.

  • BUSINESS ETHICS During the course of pursuing contracts, and the course of contract performance, Provider will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any employees or officials of HISD, its authorized agents and representatives, or to family members of any of them. At any time Provider believes there may have been a violation of this obligation, Provider shall notify HISD of the possible violation. HISD is entitled to request a representation letter from Provider, its subcontractors or vendors at any time to disclose all things of value passing from Provider, its subcontractors or vendors to HISD’s personnel or its authorized agents and representatives. a. For all contracts in excess of $50,000.00, or which require Board approval, Provider must execute and electronically file Form 1295, which is available at xxxxx://xxx.xxxxxx.xxxxx.xx.

  • PERSONAL CONDUCT Executive agrees promptly and faithfully to comply with all present and future policies, requirements, directions, requests and rules and regulations of Company in connection with Company’s business. Executive further agrees to conform to all laws and regulations and not at any time to commit any act or become involved in any situation or occurrence tending to bring Company into public scandal, ridicule or which will reflect unfavorably on the reputation of Company.

  • Prohibited Conduct In providing the services described in this agreement, the Sub-Advisor will not consult with any other investment advisory firm that provides investment advisory services to any investment company sponsored by Principal Life Insurance Company regarding transactions for the Fund in securities or other assets.

  • Standard of Conduct To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under New York law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

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