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Tax Litigation and Rulings Sample Clauses

Tax Litigation and Rulings. The Seller is not a party to any Litigation: (a) brought by any taxing authority; or (b) relating to (i) the payment or non-payment of Taxes, or (ii) the filing or failure to file any Tax Returns, and, to the Knowledge of the Seller, no such Litigation has been threatened against the Seller. No private letter rulings, technical advice memoranda or similar agreements or rulings have been requested, entered into, or issued by any taxing authority with respect to the Seller. There is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns with respect to the Seller. Tax Liens. There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Seller, and to the Knowledge of the Seller, no Liens for Taxes for prior periods have been asserted or threatened.
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Tax Litigation and Rulings. The Company is not a party to any Litigation: (i) brought by any taxing authority; or (ii) relating to (A) the payment or non-payment of Taxes, or (B) the filing or failure to file any Tax Returns, and, to the Knowledge of the Company, no such Litigation has been threatened against the Company, in each case with respect to periods or portions thereof beginning after the Merger Closing Date. Since the Merger Closing Date, no private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into, or issued by any taxing authority with respect to the Company. There is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns with respect to the Company with respect to periods or portions thereof beginning after the Merger Closing Date.
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Tax Litigation and Rulings. Neither the Company nor any of its Subsidiaries is a party to any Litigation: (i) brought by any taxing authority; or (ii) relating to (A) the payment or non-payment of Taxes, or (B) the filing or failure to file any Tax Returns, and, to the Knowledge of the Company, no such Litigation has been threatened against the Company or any of its Subsidiaries. No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to the Company or any of its Subsidiaries. There is no outstanding request for any extension of time within which to pay any Taxes or file any Tax Returns with respect to the Company or any of its Subsidiaries.
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Tax Litigation and Rulings. No Target Company is a party to or subject of any Litigation, relating to Taxes or Tax Returns, and, to the Knowledge of the Company, no such Litigation has been asserted or threatened against any Target Company. Except as set forth on Schedule 5.11(d), no Target Company has received written notice of any claim, action, inquiry or audit with respect to Taxes of the Target Company within the four (4) year period ending on the date of this Agreement. There is no investigation by any Tax authority presently pending or, to the Knowledge of the Company, threatened with respect to the Company. No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by any taxing authority with respect to any Target Company. No Target Company has entered into a gain recognition agreement with respect to Taxes.
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Related to Tax Litigation and Rulings

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Certain Litigation Matters The Owner Trustee shall provide prompt written notice to the Depositor, the Seller and the Servicer of any action, proceeding or investigation known to the Owner Trustee that could reasonably be expected to adversely affect the Trust or the Owner Trust Estate.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder or stockholder demands or other shareholder or stockholder Legal Proceedings (including derivative claims) relating to this Agreement, any other Transaction Agreement or any other matters relating thereto (collectively, “Transaction Litigation”) commenced against, in the case of SPAC, it, its Affiliates or their respective Representatives (in their capacity as Representatives) or, in the case of the Company, it, its Affiliates or any of their respective Representatives (in their capacity as Representatives). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation and (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation. Notwithstanding the foregoing, subject to and without limiting the covenants and agreements, and the rights of the other Party set forth in the immediately preceding sentence, SPAC or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against SPAC or its Affiliates or any of their respective Representatives, and the Company or its Affiliates shall control the negotiation, defense and settlement of any Transaction Litigation brought against the Company or its Affiliates or any of their respective Representatives; provided, however, that prior to the Closing in no event shall either Party, its Affiliates, or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed).

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Certain Litigation The Company shall promptly advise Parent of any litigation commenced after the date hereof against the Company or any of its directors (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any such stockholder litigation and agrees that it shall not settle or offer to settle any such stockholder litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Most Referenced Clauses

Most Referenced Definitions