TAXATION CLAIMS AND RELIEFS Sample Clauses

TAXATION CLAIMS AND RELIEFS. There are set out in the Disclosure Letter, with express reference to this paragraph, full and accurate particulars of all of the following matters relating to Taxation in respect of which each Target Group Company (either alone or jointly with any other person) has, or at Completion will have, an outstanding requirement or entitlement to make and which has been taken into account in preparing or computing the Completion Accounts or the provision for Taxation therein:
Sample 1
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TAXATION CLAIMS AND RELIEFS. 3.1 No Relief from, against or in respect of any Taxation or repayment of Taxation has been claimed and/or given to any Target Group Company which could be effectively withdrawn, postponed, restricted, clawed back or otherwise lost as a result of any Transaction which occurred on or before Completion. 3.2 Nothing has been done, and no Transaction or series of Transactions has occurred or 108 108 will occur as a result of any contract, agreement or arrangement (in either case whether conditional or not) entered into on or before Completion in relation to any Target Group Company, which might, when taken together with the entry into or Completion of this Agreement, in relation to the relevant Target Group Company, directly cause or contribute to the disallowance, restriction or non-availability to any Target Group Company of any Relief or right to repayment of Taxation. 3.3 The Disclosure Letter sets out full particulars, with express reference to this paragraph 3.3, of any agreement, arrangement or election between any Target Group Company and any Taxation Authority, and any concession on which any Target Group Company is relying or has relied, pursuant to which the relevant Target Group Company is authorised not to comply with what but for such agreement, arrangement or election would be its statutory obligations and none of the Target Group Companies has taken any action which has had or will have, nor will anything contemplated by this Agreement have, the effect of altering, prejudicing or in any way disturbing any such agreement, arrangements, election or concession. 3.4 None of the Target Group Companies is a party to or is otherwise subject to any arrangement having the effect of or giving rise to the recognition of a deduction or loss in a taxable period ending on or before Completion, and a corresponding recognition of taxable income or gain in a taxable period ending after Completion, or any other arrangement that would have the effect of or give rise to the recognition of taxable income or gain in a taxable period ending after Completion without the receipt of or entitlement to a corresponding amount of cash. 3.5 There are set out in the Disclosure Letter, with express reference to this paragraph 3.5, particulars of all claims (including supplementary claims) for Reliefs, rights to repayment of Taxation, appeals or further appeals against any claim or assessments to Taxation, applications for the postponement of, or payment by instalments of, Taxa...
Sample 1
TAXATION CLAIMS AND RELIEFS. 6.1 Each Target Group Company has submitted all claims, elections and disclaimers that have been assumed to have been made or will be made for the purposes of preparing the Accounts. (a) During the period commencing three years before the date of this Agreement and ending on Completion:
Sample 1
TAXATION CLAIMS AND RELIEFS. 2.1 No Relief or right to repayment of Taxation of any Target Group Company is of such a nature that future availability or utilisation of that Relief or right to repayment of Taxation will be restricted or excluded. 2.2 None of the Target Group Companies is a party to or is otherwise subject to any arrangement having the effect of or giving rise to the recognition of a deduction or loss in a taxable period ending on or before Completion, and a corresponding recognition of taxable income or gain in a taxable period ending after Completion, or any other arrangement that would have the effect of or give rise to the recognition of taxable income or gain in a taxable period ending after Completion without the receipt of or entitlement to a corresponding amount of cash.
Sample 1

Related to TAXATION CLAIMS AND RELIEFS

  • Compensation Claims Section 1. When an injury is reported the reference number will be given to the employee and when requested, a copy of the injury report will be furnished to the employee within two (2) working days of such request. A copy of the injury report will also be furnished to the Local Union if requested by a Local Union official. The Employer agrees to cooperate and make a reasonable effort to provide the disposition of employee on-the-job injury claims within ten (10) business days. No employee will be disciplined or threatened with discipline or retaliated against as a result of filing an on-the-job injury report. The Employer or its designee shall not visit an injured worker at his/her their home. The Employer shall provide the Union Co-chair of the National Safety and Health Committee with current summaries of the essential functions of all positions covered by this Agreement. The Union shall have the right to challenge any such summary through the applicable grievance procedure. Any employee who is adversely affected by any such summary shall have the right to challenge such summary through the applicable grievance procedure. Any such decisions or settlements rendered through the grievance procedure, including but not limited to, at arbitration, shall be based solely upon, and applicable to, the facts present in that individual case and shall have no precedential effect beyond that case. This stipulation is limited to cases involving or referencing essential job functions. The Employer shall provide Worker’s Compensation protection for all employees even though not required by state law or the equivalent thereof if the injury arose out of or in the course of employment. An employee who is injured on the job, and is sent home, or to a hospital, or who must obtain medical attention, shall receive pay at the applicable hourly rate for the balance of his/her their regular shift on that day. Upon receiving an employee’s timely report of injury, the Employer shall not pressure an employee to continue to work, nor shall the Employer interfere with an employee seeking medical attention. When, because of such pressure, an employee spends time in a clinic after his or her their normal finish time, the time spent shall be the subject of a pay claim through the grievance procedure. An employee who has returned to regular duties after sustaining a compensable injury, and who is required by the Worker’s Compensation doctor to receive additional medical treatment during the employee’s regularly scheduled working hours, shall receive the employee’s regular hourly rate of pay for such time. The Employer agrees to provide any employee injured locally immediate transportation, at the time of injury, from the job to the nearest appropriate medical facility and return to the job, or to the employee’s home, if required. In such cases, no representative of the Employer shall be permitted to accompany the injured worker while he/she is they are receiving medical treatment and/or being examined by the medical provider, without the employee’s consent. In the event that any employee sustains an occupational illness or injury while on a run away from the home terminal, the Employer shall obtain medical treatment for the employee, if necessary, and, thereafter, will provide transportation by bus, train, plane or automobile to the employee’s home terminal, if and when directed by a doctor. An employee that has a change in his/her their medical duty status shall report that change to the Employer. In the event of a fatality, arising in the course of employment while away from the home terminal, the Employer shall return the deceased to the home of the deceased at the point of domicile.

  • Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

  • 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 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.

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees accepting my application for a Season Pass and permitting my use of the lifts, ski runs, trails, terrain parks, race courses, restaurants, day lodge, parking, access roads and other ski area facilities (hereinafter “the premises”), I hereby agree as follows:

  • Claims and Suits (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

  • Workers’ Compensation Claims The Responding Member is responsible for providing worker’s compensation benefits and administering worker’s compensation for its employees. The Requesting Member is responsible for providing worker’s compensation benefits and administering worker’s compensation for its employees.

  • Claims and Review Procedure In the event that any claim for benefits that must initially be submitted in writing to the Board of Directors, is denied (in whole or in part) hereunder, the claimant shall receive from First Charter a notice of denial in writing within 60 days, written in a manner calculated to be understood by the claimant, setting forth the specific reasons for denial, with specific reference to pertinent provisions of this Supplemental Agreement. Any disagreements about such interpretations and construction shall be submitted to an arbitrator subject to the rules and procedures established by the American Arbitration Association. The arbitrator shall be acceptable to both First Charter and the Executive (or Beneficiary); if the parties cannot agree on a single arbitrator, the disagreement shall be heard by a panel of three arbitrators, with each party to appoint one arbitrator and the third to be chosen by the other two. No member of the Board of Directors shall be liable to any person for any action taken under Article VIII except those actions undertaken with lack of good faith.

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

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