Tax Proceedings Clause Samples

Tax Proceedings. (i) Buyer shall, upon receipt of notice thereof by Company, notify the Members of any written communication from a Tax authority with respect to any pending Tax Proceeding involving a Pre-Acquisition Tax Liability. Buyer shall include with such notification a copy of the written communication so received by Company. (ii) The Buyer shall have responsibility and authority to represent the interests of the Company in any Tax Proceeding relating to Pre-Acquisition Taxable Periods and Straddle Periods and to employ counsel of its choice in connection therewith; provided, however, that Members shall be permitted to participate in any such Tax Proceedings and all hearings related thereto at the expense of the Members; and provided further, that, without the prior written consent of the Members, which shall not be unreasonably withheld, the Buyer shall not agree to settle or compromise any such Tax Proceeding and/or any Pre-Acquisition Tax Liability issue arising therein if such settlement can reasonably be expected to result in a material increase in the Pre-Acquisition Tax Liabilities for which the Members are responsible hereunder, provided, however, the consent of the Members to such settlement or compromise shall not be required hereunder if the failure to settle or compromise the Tax Proceeding or an issue arising therein can reasonably be expected to result in an adverse effect on the Company following the Closing. The Members, promptly upon demand from the Buyer, shall pay the reasonable costs and expenses, including attorney fees, incurred by Buyer in connection with any such Tax Proceedings, provided, however, in any Tax Proceeding related to a Straddle Period which involves Tax Liabilities for which Members are responsible hereunder and Tax Liabilities attributable to the Post-Closing Period for which Members are not responsible, the Buyer, on the one hand, and the Members, on the other hand, shall jointly bear the costs and expenses thereof as allocated between them on an equitable basis. (iii) All notices to Members provided for hereunder shall be deemed delivered to each Member upon receipt thereof either directly by the Member. The Members shall proportionately pay all Tax Liabilities and costs and expenses for which the Members are responsible hereunder; provided, however, the Members shall be jointly and severally liable for all such Tax Liabilities, costs and expenses. (iv) The Member shall furnish to Buyer such information and documents as may b...

Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pu...

Tax Proceedings. The Corporate Taxpayer shall use reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all TRA Holders, the Corporate Taxpayer and Focus LLC) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

Tax Proceedings. (a) In the event (i) Purchaser (or its Affiliates) or (ii) GEC (or its Affiliates) receives notice of any pending or threatened Tax audits or assessments by any Tax authority or other disputes concerning Taxes with respect to which the other party may incur liability under this Article 8 (or otherwise), the party in receipt of such notice shall promptly notify the other party of such matter in writing. The failure by Purchaser to provide such notice on a timely basis, however, shall not release GEC from any of its obligations under this Article 8, except to the extent that GEC is prejudiced by such failure. (b) GEC shall have the right to defend, object to or prosecute, at its sole cost and expense, those Tax claims relating to periods ending on or before the Closing Date. GEC may in its discretion settle or compromise any such Tax claim; provided, however, that if the results of such Tax claim could affect the Tax liability of Purchaser, the Companies or their respective Subsidiaries for any Tax period including or ending after the Closing Date, then GEC shall not settle or compromise such Tax claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. With respect to Tax claims relating to periods ending on or before the Closing Date that are controlled by GEC and the settlement of which requires Purchaser’s consent pursuant to this paragraph, Purchaser or its authorized representatives shall be entitled, at the expense of Purchaser, to attend and participate in all proceedings relating to such Tax claim. Purchaser shall have the right to defend, object to or prosecute all other Tax claims.

Tax Proceedings. (a) Subject to Section 12.4(b) hereof, Purchasers shall have the sole right to represent the JV Companies' interests in, and to control and direct the conduct, defense, settlement or compromise of, any Tax Matter involving any Taxes for which Purchasers bear sole liability under Section 12.2, including, but not limited to, Tax Matters involving any Taxes relating or incidental to or by virtue of all taxable periods beginning after December 31, 1999. (b) Purchasers shall conduct any Tax Matter relating to Taxes for which liability is shared between the Sellers and the Purchasers pursuant to Section 12.2, including, but not limited to, any Taxes relating or incidental to or by virtue of all taxable periods (or portions thereof) ending on or prior to December 31, 1999, provided, however, that (i) Celanese (including, at Celanese's direction, its or a Seller's personnel or consultants) shall have the right to participate in the conduct of any such Tax Matter at its own expense, and (ii) neither Sellers nor Purchasers shall (nor shall any of them cause any of their affiliates to) settle or compromise any such Tax Matter without the prior written consent of Celanese or 3M, as the case may be, which consent shall not be unreasonably withheld, delayed or conditioned. Any disagreements between 3M and Celanese regarding a proposed settlement or compromise of any such Tax Matter shall be promptly resolved pursuant to Section 12.6(b), which resolution shall be binding on the Parties. (c) If Sellers or Purchasers receive any written notice from any taxing authority relating to any Tax Matter with respect to a JV Company involving any Taxes indemnifiable hereunder, the party receiving such notice shall promptly, but in any event no later than 20 calendar days after receipt

Tax Proceedings. There are no proceedings pending regarding the reduction of real estate taxes or assessments in respect of the Premises.

Tax Proceedings. In the event the Partnership or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Companies for Taxes for any period for which KMI is or may be liable under Section 7.1, the Partnership shall notify KMI in writing thereof (the “Partnership Notice”) no later than the earlier of (a) thirty (30) days after the receipt by the Partnership or any of its affiliates of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which KMI is or may be liable under Section 7.1, KMI shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (i) KMI notifies the Partnership in writing that it desires to do so no later than the earlier of (1) thirty (30) days after receipt of the Partnership Notice or (2) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI may not, without the consent of the Partnership (which consent shall not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and b...

Tax Proceedings. Further, each Party shall provide to the other reasonable access to the books and records in such Party’s possession in connection with the preparation and filing of Tax Returns of or relating to the Radiancy Group, or the conduct of a Tax Proceeding. Any information or documents provided under this Section 7.1 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any Proceedings relating to Taxes.

Tax Proceedings. (a) The Company shall promptly notify St. ▇▇▇▇ in writing upon receipt by the Company or any of its Affiliates, including USF&G Family, of notice of any pending or threatened audit, assessment, or judicial or administrative proceeding involving Taxes ("TAX PROCEEDING") with respect to Platinum US for which St. ▇▇▇▇ would be required to indemnify the Company pursuant to Section 8.01, provided that the failure of the Company to give such notice shall not relieve St. ▇▇▇▇ of its indemnification obligation under Section 8.01, except to the extent St. ▇▇▇▇ is materially prejudiced thereby.