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Tax Contest Provisions Sample Clauses

Tax Contest Provisions. (a) Whenever any member of the Tality Group receives a notice of any pending or threatened Tax audit or assessment with respect to Cadence Taxes, it shall promptly inform Cadence in writing. Whenever any member of the Cadence Group receives a notice of any pending or threatened Tax audit or assessment with respect to any Tality Taxes, it shall promptly inform Tality in writing. (b) Cadence shall have the right to control, at its own cost, any proceedings relating to any pending or threatened Tax audit or assessment for any Cadence Taxes, or any Taxes with respect to a Straddle Period or a Group Tax Return, and to determine whether and when to settle any such claim, assessment or dispute. Notwithstanding the foregoing, Tality shall have the right to participate in the defense of any claim for Taxes with respect to a Straddle Period or Group Tax Return for which it may have material liability hereunder, and Cadence shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability of the Tality Group for any Tality Taxes without the prior written consent of Tality, provided that such consent shall not be unreasonably withheld or delayed. (c) Except as provided in Section 4.4(b), Tality shall have the right to control, at its cost, any proceedings relating to any pending or threatened Tax audit or assessment relating to any Tality Taxes and to determine whether and when to settle any such claim, assessment or dispute. Notwithstanding the foregoing, Tality shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability of Cadence for any Cadence Taxes without the prior written consent of Cadence, provided that such consent shall not be unreasonably withheld or delayed.
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Tax Contest Provisions. 16 Section 4.5 Tax Information and Cooperation..............................16 Section 4.6 Redeterminations of Tax Liability..........................
Tax Contest Provisions. 35 10. General.................................................................................... 36 10.1 Memorandum; Disclaimer of Projections............................................. 36 10.2
Tax Contest Provisions. (a) Parent shall promptly notify Xxxxxx in writing upon receipt by Parent, the LLC or any of their respective affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which the Stockholders may be liable under this Agreement. (b) The Designated Officer shall have the right to represent the LLC in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date provided that Parent and its representatives shall have the right to fully participate in any such audit or proceeding and to consent to any settlement, and, if the Designated Officer does not wish to dispute any such audit of proceeding, parent may assume such representation at its expense. Parent shall have the right to represent the LLC in any Tax audit or administrative or court proceeding relating to taxable periods ending after the Closing Date, provided that the Designated Officer shall have the right to participate (at his expense) in any such audit or proceeding to the extent (and only to the extent) such audit or proceeding relates to Taxes for which the Stockholders may be liable under this Agreement. None of Parent, any of Parent’s affiliates, or the LLC may settle any Tax claim for any Taxes for which the Stockholders may be liable under this Agreement without the prior written consent of the Designated Officer, which consent may not be unreasonably withheld, to the extent such settlement would be reasonably expected to trigger indemnification by the Stockholders pursuant to Section 9 of this Agreement.
Tax Contest Provisions. (i) Buyer shall, within twenty (20) business days, notify Seller in writing upon receipt by Buyer, any of its Affiliates, the Company or WHI-IPA of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to Pre-Closing Tax Periods or which might otherwise affect the Tax liabilities for which Seller may be liable pursuant to this Section 8.1 (“
Tax Contest Provisions. (a) If any Governmental Body shall notify any Seller or Buyer Indemnitee of any proposed or actual Tax Audit with respect to any Pre-Closing Period, the Person so informed shall promptly (and in any event within 10 Business Days after receiving notice thereof) notify Federal Signal and Buyer thereof in writing; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (b) Buyer shall initially be responsible for providing documents requested by a Governmental Body in any Tax Audit regarding any Taxes or Return of any Subsidiary for any Pre-Closing Period (determined without regard to in the second sentence of Section 6.1(c) above) and, after giving notice of such request for documents to Sellers, shall, if consented to by Sellers in writing, handle any such Tax Audit until there is reason to believe that an adjustment may be proposed. If Sellers do not provide such consent or once there is reason to believe that an adjustment may be proposed, Sellers, at their own expense, shall have the right, at their election, to control the conduct of any Tax Audit described in this Section 6.2(b) to the extent it involves any indemnification obligations of the Sellers under Section 11.2, but only if Sellers (i) agree in writing to pay all Buyers’ Losses resulting from such Tax Audit; (ii) conduct the Tax Audit diligently and in good faith; and (iii) consult in good faith with Buyer and offer Buyer an opportunity to participate in such Tax Audit and the opportunity to comment in advance of submission on any written materials prepared or furnished in connection with such Tax Audit, which comments may be accepted in sole discretion of Sellers acting in good faith. Sellers shall pay to Buyer the amount of Taxes or other payments due in connection with the contest or the settlement or other disposition of any Tax Audit described in this Section 6.2(b) no later than one Business Day before the due date of the payment of such amount. Notwithstanding the foregoing, if at any time Buyer shall waive its right to indemnification with respect to a Tax Audit, Buyer, at its sole expense, shall thereafter be entitled to control the resolution of such Tax Audit, provided, however, that Buyer shall remain entitled to indemnification under Section 11.2 to the extent Buyer or any Subsidiary is materially preju...
Tax Contest Provisions. (1) The Purchaser shall promptly notify the Vendors in writing upon receipt by the Purchaser of written notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which the Vendors may be liable pursuant to this Article 7; provided, however, that the failure to give notice as provided in this Section 7.12 shall not affect the Purchaser’s right to indemnification under this Agreement except to the extent the Vendors shall have been actually prejudiced by such failure. (2) After the Closing Date, except as provided in Section 7.12(3) and Section 7.12(4) below, the Purchaser shall control the conduct, through counsel of their own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to any of the Corporations (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”). (3) In the case of a Contest after the Closing Date that relates solely to Taxes for which the Vendors are liable pursuant to this Article 7, the Vendors shall control the conduct of such Contest, but the Purchaser shall have the right to participate in such Contest at its own expense, and the Vendors shall not settle, compromise or concede any portion of such Contest to the extent that it is reasonably likely to materially increase the Tax liability of a Corporation for any taxable year (or portion thereof) beginning after the Closing Date without the prior consent of the Purchaser, which consent shall not be unreasonably withheld, unreasonably delayed or unreasonably conditioned; provided, that if the Vendors fail to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Vendors of notice of such Contest, the Purchaser may notify the Vendors in writing that the Vendors have failed to assume control of such Contest, and if the Vendors do not assume control of such Contest within thirty (30) days after such notice, the Purchaser shall have the right to assume control of such Contest and shall be able to settle, compromise or concede such Contest in its sole discretion; provided, further, however, that the Vendors shall not be entitled to control the conduct of any Contest unless the Vendors both acknowledge in writing liability for such Taxes pursuant to this Article 7 and pay any amounts required to be p...
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Tax Contest Provisions 

Related to Tax Contest Provisions

  • Cooperation on Tax Matters (i) Buyer, the Company, and the Interest Owners shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Certain Tax Matters (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

  • Compliance with Laws; Payment of Taxes and Liabilities (a) Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each other Loan Party to comply, with all applicable Bank Secrecy Act (“BSA”) and anti-money laundering laws and regulations and (d) pay, and cause each other Loan Party to pay, prior to delinquency, all taxes and other governmental charges against it or any collateral, as well as claims of any kind which, if unpaid, could become a Lien on any of its property; provided that the foregoing shall not require any Loan Party to pay any such tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP and, in the case of a claim which could become a Lien on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral to satisfy such claim.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Indemnification for Third Party Claims ‌ (a) Seller shall defend, indemnify and hold harmless Buyer, its shareholders and Affiliates, and their respective directors, officers, employees and agents, from and against all third party Claims and Liabilities for injury, including death, and property damage caused by, arising out of, or in connection with the performance by any Project Party of the Transaction Documents to the extent any of such Claims or Liabilities were caused by the negligence, gross negligence or willful misconduct of Seller, the Contractor, any Subcontractor, and its respective employees or agents. (b) Buyer shall defend, indemnify and hold harmless Seller and its managers, officers, employees and agents, from and against all third party Claims and Liabilities for injury, including death, and property damage caused by, arising out of, or in connection with the performance of the Transaction Documents to the extent any of such Claims or Liabilities were caused by the negligence, gross negligence or willful misconduct of Buyer, its employees or agents. (c) Either Party seeking indemnification under this Agreement (the “Indemnified Party”) shall give notice to the Party required to provide indemnification hereunder (the “Indemnifying Party”) promptly after the Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought hereunder, and the Indemnified Party shall permit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any Claim or litigation resulting therefrom; provided that: (i) counsel for the Indemnifying Party who shall conduct the defense of such Claim or litigation shall be reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may participate in such defense at its own expense, except the Indemnifying Party shall reimburse the Indemnified Party for its participation in such defense to the extent that the Indemnifying Party requests the Indemnified Party to participate in its own defense; and (iii) the omission by the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and Indemnifying Party is damaged as a result of such failure to give notice. Notwithstanding the foregoing, the Indemnifying Party may not settle any Claim related to the indemnity being provided hereunder without the consent of the Indemnified Party, such consent not to be unreasonably withheld. (d) With regard to any Claim or Liability which is the result of the joint or concurrent fault or negligence of Seller and Buyer, the Parties agree to jointly defend any Claim with respect thereto that is based on such joint or concurrent fault or negligence of Buyer and Seller. Any Claim of contribution or indemnification between Buyer and Seller relating to such Claims shall be resolved on the basis of the percentage of fault or negligence and the Parties agree to reserve the determination of such percentage until after resolution of such Claim. Such pro rata share shall be based upon a final judicial determination of the Parties’ comparative fault or negligence or, in the absence of such determination, by mutual agreement. (e) Nothing in this Section 26.1 is intended to allow any Indemnified Party to be indemnified from and against any third party Claims and Liabilities caused by, arising out of, or in connection with the performance of this Agreement to the extent any of such Claims or Liabilities were caused by, arose out of, or were in any way incidental to or in connection with its own negligence or intentional misconduct.

  • Other Pertinent Provisions Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:

  • Indemnification in Third Party Proceedings Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.

  • Controlling Provisions In the event of any inconsistencies between the provisions of this Amendment and the provisions of any other Loan Document, the provisions of this Amendment shall govern and prevail. Except as expressly modified by this Amendment, the Loan Documents shall not be modified and shall remain in full force and effect.

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