Tax Refund Claims Sample Clauses

Tax Refund Claims. WRFI shall be permitted to file at WRFI's sole expense, and Torchmark and its Subsidiaries shall reasonably cooperate (including signing any Torchmark Tax Return that WRFI prepares and executing and delivering powers of attorney in favor of persons designated by WRFI) with WRFI in connection with, any claims for a Tax Refund to which WRFI is entitled pursuant to this Article II or any other provision of this Agreement. WRFI shall reimburse Torchmark for any reasonable out-of-pocket costs and expenses incurred by any member of the Torchmark Group in connection with such cooperation. Torchmark shall be permitted to file at Torchmark's sole expense, and WRFI and its Subsidiaries shall reasonably cooperate (including signing any WRFI Tax Return that Torchmark prepares and executing and delivering powers of attorney in favor of persons designated by Torchmark) with Torchmark in connection with, any claims for a Tax Refund to which Torchmark is entitled pursuant to this Article II or any other provision of this Agreement. Torchmark shall reimburse WRFI for any reasonable out-of-pocket costs and expenses incurred by any member of the WRFI Group in connection with such cooperation.
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Tax Refund Claims. Tax refund claims (including all post-Closing Date adjustments thereto, if any) relating to Taxes attributable to the period prior to the Closing Date, shall not be part of the transactions contemplated herein.
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Tax Refund Claims. With respect to each Tax Refund Claim, if any, at any time included in the Borrowing Base Certificate most recently delivered to the Agent (i) such Tax Refund Claim is properly due and owing to the Parent in an amount not less than the amount reflected in such Borrowing Base Certificate, without offset or other reduction, (ii) all action has been timely taken by or on behalf of the Parent in order to claim such Tax Refund Claim and cause it to be paid to the Parent, (iii) the Parent has taken all action to cause all payments in respect of such Tax Refund Claim to be paid to the Parent by direct electronic deposit to a Payment Account maintained by the Agent at the Bank, (iv) no payment has been made in respect of such Tax Refund Claim, (v) the Parent knows of no reason why such Tax Refund Claim will not be paid to the Parent in the ordinary course, without offset or reduction and (vi) no Borrower is past due with respect to any indebtedness or obligations owing to the United States or any agency or division thereof.
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Tax Refund Claims. Buyer agrees to use good faith commercially ----------------- reasonable efforts to cause the Company to pursue by appropriate proceedings the Tax Refunds.
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Tax Refund Claims. Newco shall be permitted to file at Newco's sole expense, and the Company and its Subsidiaries shall reasonably cooperate (including signing any Company Tax Return that Newco prepares and executing and delivering powers of attorney in favor of persons designated by Newco) with Newco in connection with, any claims for a Tax Refund to which Newco is entitled pursuant to this Article II or any other provision of this Agreement. Newco shall reimburse the Company for any reasonable out-of-pocket costs and expenses incurred by any member of the Company Group in connection with such cooperation. The Company shall be permitted to file at the Company's sole expense, and Newco shall reasonably cooperate (including signing any Newco Tax Return that the Company prepares and executing and delivering powers of attorney in favor of persons designated by the Company) with the Company in connection with, any claims for a Tax Refund to which the Company is entitled pursuant to this Article II or any other provision of this Agreement. The Company shall reimburse Newco for any reasonable out-of-pocket costs and expenses incurred by any member of the Newco Group in connection with such cooperation.
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Tax Refund Claims. All claims for refunds of taxes and other governmental charges, to the extent that such claims (i) relate to the Assets, or (ii) are attributable to the conduct of any business activities of Valvino for periods ending before the Distribution Date.
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Related to Tax Refund Claims

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Product Claims You acknowledge that Company, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Company application or your possession and/or use of the Company application, including, but not limited to: (i) product liability claims; (ii) any claim that the Company application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (5)

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Tax Reduction Proceedings After an Event of Default, Borrower shall be deemed to have appointed Lender as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.

  • No Actions, Claims, Etc As of the date hereof, each of the Credit Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

  • Double Claims The Purchaser shall not be entitled to recover from the Sellers under this Agreement more than once in respect of the same losses suffered.

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