Taxation Issues. 7.1 Each of the parties is aware that the commercial arrangements of this Agreement may be subject to transfer pricing reviews by the relevant taxation authorities in the Territory and Australia. As a result, this Agreement may be subject to internal reviews by either or both parties and to audits by the relevant taxation authorities. If as a result of such reviews or audits, it becomes necessary or advisable for either party (the "Affected Party")to change any commercial arrangements of this Agreement, including, without limitation, making retroactive adjustments, the other party, within thirty (30) days after written notification by the Affected Party, which notification shall explain in reasonable detail the reason for the proposed change, shall meet with the Affected Party and each of the parties agrees to negotiate in good faith, and to use its best efforts to reach agreement with respect to, any modifications to the commercial terms of this Agreement. In the event that the parties, despite their best efforts, cannot reach agreement with respect to any material change, which in the opinion of either party is necessary or advisable for the reasons set forth in this Section 7.1, either party, upon written notice to the other party, may terminate this Agreement. 7.2 Each of the parties agrees to provide reasonable assistance, at the other party's reasonable cost, if such other party is subject to a taxation audit that reviews any commercial arrangements of this Agreement.
Appears in 1 contract
Samples: Services Agreement (Purepac Inc/)
Taxation Issues. 7.1 12.1 Each of the parties is aware that the commercial arrangements of this Agreement may be subject to transfer pricing reviews by the relevant taxation authorities in the Territory and Australia. As a result, this Agreement may be subject to internal reviews by either or both parties and to audits by the relevant taxation authorities. If as a result of such reviews or audits, it becomes necessary or advisable for either party (the "Affected Party")to change any commercial arrangements of this Agreement, including, without limitation, making retroactive adjustments, the other party, within thirty (30) days after written notification by the Affected Party, which notification shall explain in reasonable detail the reason for the proposed change, shall meet with the Affected Party and each of the parties agrees to negotiate in good faith, and to use its best efforts to reach agreement with respect to, any modifications to the commercial terms of this Agreement. In the event that the parties, despite their best efforts, cannot reach agreement with respect to any material change, which in the opinion of either party is necessary or advisable for the reasons set forth in this Section 7.112.1, either party, upon written notice to the other party, may terminate this Agreement. The provisions of Section 15.4 of this Agreement shall apply upon any termination of the Agreement pursuant to this Section 12.1.
7.2 12.2 Each of the parties agrees to provide reasonable assistance, at the other partyAffected Party's reasonable cost, if such other party the Affected Party is subject to a taxation audit that reviews any commercial arrangements arrangement of this Agreement.
Appears in 1 contract
Samples: License Agreement (Purepac Inc/)
Taxation Issues. 7.1 15.1 Each of the parties is aware that the commercial arrangements of this Agreement may be subject to transfer pricing reviews by the relevant taxation authorities in the Territory and AustraliaTerritory. As a result, this Agreement may be subject to internal reviews by either or both parties and to audits by the relevant taxation authorities. If as a result of such reviews or audits, it becomes necessary or advisable for either party (the "Affected Party")to change any commercial arrangements of this Agreement, including, without limitation, making retroactive adjustments, the other party, within thirty (30) days after written notification by the Affected Party, which notification shall explain in reasonable detail the reason for the proposed change, shall meet with the Affected Party and each of the parties agrees to negotiate in good faith, and to use its best efforts to reach agreement with respect to, any modifications modification to the commercial terms of this Agreement. In the event that the parties, despite their best efforts, cannot reach agreement with respect to any material change, which in the opinion of either party is necessary or advisable for the reasons set forth in this Section 7.115.1, either party, upon written notice to the other party, may terminate this Agreement.
7.2 Each . The provisions of Section 14.4 of this Agreement shall apply upon any termination of the parties agrees Agreement pursuant to provide reasonable assistance, at the other party's reasonable cost, if such other party is subject to a taxation audit that reviews any commercial arrangements of this AgreementSection 15.
Appears in 1 contract
Samples: Services Agreement (Purepac Inc/)
Taxation Issues. 7.1 18.1 Each of the parties is aware that the commercial arrangements of this Agreement may be subject to transfer pricing reviews by the relevant taxation authorities in the Territory and Australia. As a result, this Agreement may be subject to internal reviews by either or both parties and to audits by the relevant taxation authorities. If as a result of such reviews or audits, it becomes necessary or advisable for either party (the "Affected Party")to change any commercial arrangements of this Agreement, including, without limitation, making retroactive adjustments, the other party, within thirty (30) days after written notification by the Affected Party, which notification shall explain in reasonable detail the reason for the proposed change, shall meet with the Affected Party and each of the parties agrees to negotiate in good faith, and to use its best efforts to reach agreement with respect to, any modifications to the commercial terms of this Agreement. In the event that the parties, despite their best efforts, cannot reach agreement with respect to any material change, which in the opinion of either party is necessary or advisable for the reasons set forth in this Section 7.118.1, either party, upon written notice to the other party, may terminate this Agreement.
7.2 Each . The provisions of Sections 24.4 and 24.5 of this Agreement shall apply upon any termination of the parties agrees Agreement pursuant to provide reasonable assistance, at the other party's reasonable cost, if such other party is subject to a taxation audit that reviews any commercial arrangements of this AgreementSection 18.1.
Appears in 1 contract
Samples: Co Development, Supply and Licensing Agreement (Purepac Inc/)