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. There are no proceedings pending regarding the reduction of real estate taxes or assessments in respect of the Premises.
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. In the event the Purchaser, the Company or any of their Affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries for Taxes for any period for which the Shareholders are or may be liable under Subsection 7.1.1(b), the Purchaser shall notify Messrs Turnxxxx xxx Asseltine in writing thereof (the "Purchaser Notice") no later than the earlier of (i) thirty (30) days after the receipt by the Purchaser or any of its Affiliates of the Proceeding Notice or (ii) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely liable under subsection 7.1.1(b), the Shareholders shall be entitled at their sole expense to control the contest of such examination, claim, adjustment, or other proceeding, provided (a) the Shareholders notify the Purchaser in writing that they desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c). The Parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.3.
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. In the event Purchaser or any of Purchaser’s Affiliates receives notice of any examination, claim, adjustment or other proceeding relating to the liability for Taxes of or with respect to the Assets for any period prior to the Effective Date other than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax return of Purchaser or (ii) the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates in the negotiations and settlement of any proceeding described in this Section 11.03.
Tax Proceedings. (a) The Company shall promptly notify St. Xxxx 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. Xxxx 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. Xxxx of its indemnification obligation under Section 8.01, except to the extent St. Xxxx is materially prejudiced thereby.
Tax Proceedings. (a) If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a Buyer’s Tax Indemnitee pursuant to Section 8.1, then the Buyer shall give notice to the Seller in writing of such claim and of any counterclaim the Buyer proposes to assert.
(b) Seller, at its own expense, shall control the conduct of all audits, contests, claims for refunds or other administrative or judicial proceedings (a “Tax Proceeding”) in respect of Taxes for which Seller is solely responsible pursuant to this Agreement and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel). Buyer shall have the right to participate in such Tax Proceeding at its own expense. Notwithstanding the foregoing, Seller shall not settle such Tax Proceeding without the prior written consent of Buyer, which consent shall not be unreasonably withheld, if such Tax Proceeding could have a material adverse impact on the Taxes of the Buyer or any of its Affiliates.
(c) The Seller and Buyer shall jointly control and participate in all Tax Proceedings in respect of Taxes for which both Seller and Buyer are responsible pursuant to this Agreement and shall bear their own respective costs and expenses. Neither the Seller nor Buyer shall settle any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.
(d) Buyer shall control all other Tax Proceedings in respect of Taxes relating to the Companies.
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. Section 7.01. Notification of Tax Proceedings 17 Section 7.02. Tax Proceedings 17 Section 8.01. Representations and Warranties 19 Section 8.02. Restrictions Relating to the Distribution 20 Section 8.03. Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions 22 Section 8.04. Section 336(e) Election 23 Section 9.01. Prohibited Actions 23 Section 9.02. Section 704(c) Allocations 23 Section 9.03. Damages 23 Section 9.04. Exclusive Remedy 24 Section 9.05. Notice 24 Section 10.01. General Cooperation 24 Section 10.02. Retention of Records 25 Section 11.01. Dispute Resolution 25 Section 11.02. Tax Sharing Agreements 26 Section 11.03. Interest on Late Payments 26 Section 11.04. Survival of Covenants 26 Section 11.05. Severability 26 Section 11.06. Entire Agreement 26 Section 11.07. No Third-Party Beneficiaries 27 Section 11.08. Specific Performance 27 Section 11.09. Amendment 27 Section 11.10. Rules of Construction 27 Section 11.11. Counterparts 27 Section 11.12. Coordination with Separation and Distribution Agreement 28 Section 11.13. Coordination with the Employee Matters Agreement 28 Section 11.14. Governing Law 28 Section 11.15. Assignability 28 Section 11.16. Notices 28 Section 11.17. Effective Date 29 Accounting Firm 2, 26 Acquisition Transaction 2 Adjustment 3 Agreement 1, 3 Ancillary Agreement 3 Benefited Party 3, 17 Closing Date 3 Code 3 Combined Tax Return 3 Contribution 3 Controlled Corporation 3 Disqualifying Action 3 Distribution 1, 3 Due Date 3 Effective Time 3 Employee Matters Agreement 3 Equity Securities 4 Fifty-Percent or Greater Interest 4 Final Determination 4 Income Tax Return 4 Income Taxes 4 Indemnified Party 4 Indemnifying Party 4 Information 4, 25 Information Request 5, 25 IRS 5 Law 5 Net Working Capital Balance 5 Non-Income Tax Return 5 Notified Action 5, 23 Ordinary Course of Business 5 Parties 1 Party 1, 5 Past Practice 5, 14 Person 5 Plan of Reorganization 5 Post-Closing Period 5 Post-Distribution Ruling 5, 22 Pre-Closing Period 5 Record Holders 5 Refund 5 REIT 6 REIT Taxable Income 6 REIT Taxes 6 Representatives 6 Restriction Period 6 Restructuring 1, 6 Restructuring Transfer Taxes 6 Restructuring/Distribution Taxes 6 RPT 6 RPT Built-In Gain 6 RPT Contributed Properties 6 RPT Section 752 Gain 7 SAG 7 Section 336(e) Election 7, 24 Section 8.02(e) Acquisition Transaction 7 Separate Return 7 Separation and Distribution Agreement 1, 7 SPG 1, 7 SPG Board 7 SPG Business 7 SPG Disqualifying Action 7 SPG Entity 8 SPG Grou...
