Tax Advisor Dispute definition

Tax Advisor Dispute shall have the meaning set forth in Section 14 of this Agreement.
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Tax Advisor Dispute shall have the meaning set forth in Section 9.1.
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Tax Advisor Dispute has the meaning set forth in Section 13.01.
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Examples of Tax Advisor Dispute in a sentence

  • Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor.

  • The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution.

  • If such good faith negotiations do not resolve the Tax Advisor Dispute, then such Tax Advisor Dispute shall be resolved pursuant to the procedures set forth in Article VII of the Separation and Distribution Agreement; provided, that each of the mediators or arbitrators selected in accordance with Article VII of the Separation and Distribution Agreement must be Tax Advisors.

  • The Accounting Firm shall resolve all Tax Advisor Dispute in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiaries, except as otherwise required by applicable Law.

  • Nothing in this Article IX shall prevent Parent from seeking injunctive relief to enforce the procedures provided for in Section 9.1 if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Accounting Firm could result in serious and irreparable injury to Parent.

  • In this regard, the Accounting Firm shall make determinations with respect to the Tax Advisor Dispute based solely on representations made by Parent, SpinCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only.

  • The Parties shall require the Accounting Firm to resolve all Tax Advisor Disputes no later than thirty (30) days after the submission of such Tax Advisor Dispute to the Accounting Firm, but in no event later than the Due Date of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties.

  • If, within thirty (30) Business Days such good faith negotiations do not resolve the Tax Advisor Dispute, then the matter will be referred to such Tax Advisor as the Companies mutually agree.

  • The Tax Advisor shall resolve the Tax Advisor Dispute according to such procedures as the Tax Advisor deems advisable and shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution.

  • In furtherance thereof, in the event of any dispute or disagreement (a “Tax Advisor Dispute”) between any member of the UTC Group and any member of any SpinCo Group (or between any member of the Carrier Group and any member of the Otis Group) as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, representatives of the Tax departments of the relevant Companies shall negotiate in good faith to resolve the Tax Advisor Dispute.


More Definitions of Tax Advisor Dispute

Tax Advisor Dispute has the meaning set forth in Section 13.01. “Tax Attribute” or “Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax or create a Tax Benefit. “Tax Authority” means, with respect to any Tax, the governmental entity or polit- ical subdivision thereof that imposes such Tax, and the agency (if any) charged with the collec- tion of such Tax for such entity or subdivision or otherwise having jurisdiction with respect to such Tax. “Tax Benefit” means any loss, deduction, refund, credit, offset or other Tax item reducing Taxes paid or payable. For purposes of this Agreement, the amount of any Tax Benefit Actually Realized by a Person as a result of any such Tax item shall be determined on a “with and without basis” as the excess of (a) the hypothetical liability of such Person for the relevant Tax for the relevant Tax Period, calculated as if such Tax item had not been utilized but with all other facts unchanged, over (b) the actual liability of such Person for such Tax for such Tax Pe- riod, calculated taking into account such Tax item (and, for this purpose, treating a Refund as a reduction in liability for Tax). “Tax Contest” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administra- tive or judicial review of any claim for any Refund). “Tax-Free Status” means, with respect to each Old Xxxxxxx Controls Internal Dis- tribution (where relevant, taken together with the related Old Xxxxxxx Controls Internal Contri- bution), the qualification thereof (a) as a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code or Section 355(a) of the Code, as applicable, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c)(2) of the Code, and (c) as a transaction in which Xxxxxxx Controls, Adient and the mem- bers of their respective Groups recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.
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Tax Advisor Dispute shall have the meaning set forth in Article XIV of this Agreement.
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Related to Tax Advisor Dispute

  • Tax Advisor means a United States tax counsel or accountant of recognized national standing.

  • Tax Dispute has the meaning set forth in Section 5.06.

  • Tax Matter has the meaning set forth in Section 7.01.

  • Disagreement means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion

  • Legal Dispute means any action, suit or proceeding between or among the Parties arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document.

  • Dispute Board (DB) means the person or persons named as such in the SCC appointed by agreement between the Procuring Entity and the Contractor to make a decision with respect to any dispute or difference between the Procuring Entity and the Contractor referred to him or her by the Parties pursuant to GCC Sub-Clause 46.1 (Dispute Board) hereof.

  • Billing Dispute Notice means a formal, written notice submitted to HUGE by the Customer in terms of this Procedure.

  • Labor dispute as used here, means a strike, lockout, or other labor dispute between the Employer and its Employees, during which time the Employee is not paid by the Employer.

  • Dispute Notice means a written notice served by one Party on the other stating that the Party serving the notice believes that there is a Dispute;

  • Dispute means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance or termination of this Agreement or the consequences of its nullity and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

  • Resolve and the correlative terms, “Resolved”, “Resolving” and “Resolution” each means that the Services are restored to a point where the Customer can perform their job. In some cases, this may only be a work around solution until the root cause of the Error or Unplanned Disruption is identified and corrected (the need for restoration of normal service supersedes the need to find the root cause of the incident).

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Technical Dispute has the meaning specified in Section 12.2;

  • Billing Dispute means the dispute of an invoice prepared by an Operator to the Other Operator which is made in good faith.

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Relevant Dispute means any difference between the parties arising out of or in connection with this contract; "Relevant Force Majeure Event" has the meaning ascribed to it in Clause 17.1;

  • Deadlock has the meaning set forth in Section 6.2(d).

  • Arbitrable Dispute means any dispute arising under or in connection with this Agreement.

  • Disputing Party as used in Section 11.9 below, means the Party to this Agreement that is disputing an amount in a bill rendered by the Billing Party.

  • Disputing Parties means the claimant and the respondent;

  • Agreement Disputes shall have the meaning set forth in Section 10.1.

  • Independent Expert means a Person or entity with no material current or prior business or personal relationship with the Advisor or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Company.

  • Independent Firm means a nationally recognized accounting firm; provided, however, that such term shall not include any accounting firm that performs or has preformed audit services with respect to Parent or Cal Dive.

  • Formal Dispute means a written objection by an Interested Party to any of the following: i. A solicitation or other request by OGS for offers for a contract for the procurement of commodities, services or technology. ii. The cancellation of the solicitation or other request by OGS. iii. An award or proposed award of the Contract by OGS. iv. A termination or cancellation of an award of the Contract by OGS. v. Changes in the scope of the Centralized Contract by the Commissioner. vi. Determination of “materiality” in an instance of nonperformance or contractual breach. vii. An equitable adjustment in the Centralized Contract terms and/or pricing made by the Commissioner during a Force Majeure event.

  • Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.

  • Resolved With respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.