Third Party Tax Claim definition

Third Party Tax Claim has the meaning set forth in Section 24.7.
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Third Party Tax Claim shall have the meaning stated in Section 9.4(e).
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Third Party Tax Claim has the meaning given to it in Clause ‎14.2.1;
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Examples of Third Party Tax Claim in a sentence

  • If any third-party notifies Seller of the existence of any audit, litigation or other proceeding relating to Taxes of the Project Assets (a “Third Party Tax Claim”), Seller shall give notice to Purchaser within a reasonable period of time, but no later than thirty (30) Days of the notice of the Third Party Tax Claim.

  • Purchaser shall be entitled to participate in any such Third Party Tax Claim (at its own cost and expense) and Seller covenants not to settle or otherwise dispose of any Third Party Tax Claim, if such claim shall have or could reasonably be expected to have adverse Tax consequences to the Project Assets or Purchaser, without first obtaining written consent from Purchaser of such settlement or disposition.

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  • All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third Party Tax Claim shall be initially paid by the party that incurs such costs and expenses.

  • If any third-party notifies Seller of the existence of any Proceedings relating to Taxes of the Project Company or related to Taxes with respect to or potentially impacting the Project Company Development Assets, the ISS Project Development Assets, the Project or the Project Company (a “Third Party Tax Claim”), Seller shall give notice to Buyer within fifteen (15) days of the notice of the Third Party Tax Claim.

  • Seller covenants not to settle or otherwise dispose of any Third Party Tax Claim, if such claim shall have or could reasonably be expected to have adverse Tax consequences to the Project Company or Buyer, without first obtaining written consent from Buyer of such settlement or disposition, such consent not to be unreasonably withheld, conditioned or delayed.

  • In such case, the other party (Seller or Purchaser, as the case may be, the “Non-Controlling Party”) shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct of such Third Party Tax Claim and the Controlling Party shall not settle such Third Party Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld).

  • The costs and expenses of conducting the defense of such Third Party Tax Claim shall be reasonably apportioned based on the relative amounts of the Third Party Tax Claim that are Excluded Taxes and that are not Excluded Taxes.

  • If any third party notifies the Stockholders’ Representative of the existence of any audit, litigation or other proceeding relating to Taxes of the Acquired Companies for Pre-Closing Tax Periods (a “Third Party Tax Claim”), the Stockholders’ Representative shall give notice to Parent within fifteen (15) days of the notice of the Third Party Tax Claim.

  • The party ultimately responsible for payment of any Third Party Tax Claim shall have the option to control, at its own expense, any proceeding relating to such Third Party Tax Claim (or, if any such proceeding involves Tax liabilities for which both parties are responsible, the option to control shall rest with the party with the greatest amount at risk).

Related to Third Party Tax Claim

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Priority Tax Claims means Claims of governmental units of the kind specified in section 507(a)(8) of the Bankruptcy Code.

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

  • 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.

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

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

  • 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).

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

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • 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.

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

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

  • 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;

  • Third Party Claims has the meaning set forth in Section 11.1.

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

  • Third party claimant means any individual, corporation, association, partnership, or other legal entity asserting a claim against any individual, corporation, association, partnership, or other legal entity insured under an insurance policy or insurance contract.

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

  • Third Party Items means Third Party Content and Third Party Products.

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

  • Compromise means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Covered Claim means either a Provider Covered Claim or Customer Covered Claim.

  • 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.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • 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;

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;