Tax Contest Claim definition

Tax Contest Claim has the meaning set forth in Section 8.2.
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Tax Contest Claim has the meaning specified in Section 7.6.
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Tax Contest Claim has the meaning given to such term in Section 5.4(d).
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Examples of Tax Contest Claim in a sentence

  • Such notice shall include a copy of the relevant portion of any correspondence received from the relevant Governmental Authority and describe in reasonable detail the nature of such Tax Contest Claim.

  • Neither Buyer nor Seller shall settle any Straddle Period Tax Contest Claim without obtaining written consent of the other party hereto, provided that such consent shall not be unreasonably withheld, conditioned, or delayed.

  • From and after the Closing, neither Buyer Parent nor any of its Affiliates (including any member of the Transferred Group) shall agree to settle any Tax Contest Claim that would reasonably be expected to be the subject of indemnification by the Sellers under Section 12.2 or which would otherwise reasonably be expected to result in material adverse Tax consequences to the Seller without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

  • The Seller Representative shall reimburse the Buyer for its reasonable out-of-pocket expenses incurred in defending such Tax Contest Claim.

  • Each party hereto agrees to, and agrees to cause their Affiliates to, cooperate fully, as reasonably requested by the other parties, in connection with the preparation of any Tax Return of the Seller, Company or any Company Subsidiary for a period ending on or before the Closing Date or any Straddle Tax Period and the conduct of any Tax Contest Claim.

  • Purchaser and the Seller shall in accordance with Section 12.04 cooperate with each other in the conduct of a Tax Contest Claim and, as necessary or requested, provide (or cause the applicable Purchaser Indemnified Party to provide) any power of attorneys with respect to such Tax Contest Claim.

  • Buyer and the Holder Representative shall cooperate with each other in the conduct of any Tax Contest Claim.

  • With respect to any Tax Contest Claim that does not relate solely to a Pre-Closing Tax Period, Purchaser and Sellers shall jointly control the conduct of such claim and shall fully cooperate in all respects.

  • The Purchaser and the Equity Sellers Representative shall cooperate with each other in the conduct of any Tax Contest Claim.

  • The Buyer and the Stockholders shall cooperate with each other in the conduct of any Tax Contest Claim.


More Definitions of Tax Contest Claim

Tax Contest Claim shall have the meaning set forth in Section 5.11(c).
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Tax Contest Claim is defined in Section 12.05.
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Related to Tax Contest Claim

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Tax Claim has the meaning set forth in Section 6.05.

  • Contested Claim means any Tax, Indebtedness or other claim or liability (i) the validity or amount of which is being diligently contested in good faith, (ii) for which adequate reserve, or other appropriate provision, if any, as required in conformity with GAAP shall have been made, and (iii) with respect to which any right to execute upon or sell any assets of the Company or of any of its Subsidiaries has not matured or has been and continues to be effectively enjoined, superseded or stayed.

  • IPR Claim means any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Services or as otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the Authority in the fulfilment of its obligations under this Framework Agreement;

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;

  • Third Party Claim has the meaning set forth in Section 8.3.

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

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Tax Authority means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

  • Infringement Claim has the meaning set forth in Section 8.2(a).

  • Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).

  • Disputed Claim means any Claim that is not Allowed.

  • Relevant Claim means a Warranty Claim or any claim by any Investor for indemnification or pursuant to any other provision of this Agreement.

  • Priority Non-Tax Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Cure Claim means a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s defaults under an Executory Contract or an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured pursuant to section 365(b)(2) of the Bankruptcy Code.

  • Third Person Claim has the meaning specified in Section 11.4(a).

  • Tax Controversy means any audit, examination, dispute, suit, action, litigation or other judicial or administrative proceeding initiated by KBR, Halliburton, the IRS or any other Tax Authority.

  • Settlement Claim means a claim for settlement benefits made under the terms of this Settlement Agreement.

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Direct Claim has the meaning set forth in Section 8.05(c).