Audits and Proceedings Clause Samples

The "Audits and Proceedings" clause establishes the rights and procedures for one party to review or examine the records, accounts, or activities of the other party, typically to ensure compliance with the agreement. In practice, this clause may specify the frequency and scope of audits, the notice required before an audit, and the responsibilities of each party during any government or regulatory investigation related to the agreement. Its core function is to provide transparency and accountability, helping to detect and address potential breaches or non-compliance issues efficiently.
Audits and Proceedings. (a) If after the Closing Date, an Indemnified Party or any of its Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is indemnified pursuant to Sections 2.3 or 2.4, the Indemnified Party shall deliver such Tax Notice to the Indemnifying Party within ten (10) days of the receipt of such Tax Notice; provided, however, that the failure of the Indemnified Party to provide the Tax Notice to the Indemnifying Party shall not affect the indemnification rights of the Indemnified Party pursuant to Sections 2.3 or 2.4, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 4.3(b) below, the Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense, any Tax audit or other proceeding that relates to such Tax Notice and (ii) compromise or settle any such Tax audit or other proceeding that it has the authority to control pursuant to this Section 4.3(a) subject, in the case of a compromise or settlement that could materially adversely affect the Indemnified Party, to the Indemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding Section 4.3(a), (i) Splitco and FNF shall have the right to jointly control any audit or proceeding relating to Transaction Taxes or the Tax-Free Status of the Transactions, and (ii) neither Splitco nor FNF shall compromise or settle any such audit or proceeding without the other party’s consent (such consent not to be unreasonably withheld, conditioned or delayed). (c) If the Indemnifying Party fails within a reasonable time after notice to defend any Tax Notice or the resulting audit or proceeding as provided herein, the Indemnified Party shall control such audit or proceeding; provided, however, that (i) the Indemnified Party shall keep the Indemnifying Party reasonably informed as to the status of such audit or proceedings (including by providing copies of all notices received from the relevant Tax Authority), (ii) the Indemnifying Party shall have the right to review and comment on any correspondence from the Indemnified Party to the relevant Tax Authority prior to submission of such correspondence to the Tax Authority and (iii) the Indemnified Party shall not settle ...
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Audits and Proceedings. Emdeon shall have sole control of any audits or other proceedings conducted by the IRS or any judicial proceeding, with respect to the Consolidated Federal Tax Liabilities of the Emdeon Group. Emdeon shall give Health notice of, and shall consult with Health in good faith with respect to, any issues relating to items of income, gain, loss, deduction, credit or other tax attribute of any member of the Health Subgroup (any such items, “Health Subgroup Return Items”). Health may, at its sole expense, participate in such audits or proceedings solely with respect to Health Subgroup Return Items to the extent that Emdeon, in its sole discretion, shall deem appropriate. For the avoidance of doubt, with respect to an audit or proceeding conducted by the IRS, Emdeon shall have the right, in its sole discretion, to pay any disputed taxes and s▇▇ for a refund in the forum of its choice. The terms of settlement of any issues relating to such proceeding shall be in the sole discretion of Emdeon, and each member of the Health Subgroup hereby appoints Emdeon as its agent for the purpose of proposing and concluding any such settlement.
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Audits and Proceedings. WebMD shall have sole control of any audits or other proceedings conducted by the IRS or any judicial proceeding, with respect to the Consolidated Federal Tax Liabilities of the WebMD Group. WebMD shall give Health notice of, and shall consult with Health in good faith with respect to, any issues relating to items of income, gain, loss, deduction, credit or other tax attribute of any member of the Health Subgroup (any such items, “Health Subgroup Return Items”). Health may, at its sole expense, participate in such audits or proceedings solely with respect to Health Subgroup Return Items to the extent that WebMD, in its sole discretion, shall deem appropriate. For the avoidance of doubt, with respect to an audit or proceeding conducted by the IRS, WebMD shall have the right, in its sole discretion, to pay any disputed taxes and s▇▇ for a refund in the forum of its choice. The terms of settlement of any issues relating to such proceeding shall be in the sole discretion of WebMD, and each member of the Health Subgroup hereby appoints WebMD as its agent for the purpose of proposing and concluding any such settlement.
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Audits and Proceedings. 30 E. With respect to Wholly Owned Companies............................31
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Audits and Proceedings. There are no pending or, to the best knowledge of Seller or Non-Wholly Owned Companies, except for those in Egypt and Greece, in any event to the extent relating to the Operations, threatened proceedings for the assessment or collection of Taxes against Seller or any such Non-Wholly Owned Company, except for those in Egypt and Greece, and there are no liens for Taxation on any of the assets of a Non-Wholly Company, except for those in Egypt and Greece or Seller. E. With respect to Wholly Owned Companies
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Audits and Proceedings. HLTH shall have sole control of any audits or other proceedings conducted by the IRS or any judicial proceeding, with respect to the Consolidated Federal Tax Liabilities of the HLTH Group. HLTH shall give WebMD notice of, and shall consult with WebMD in good faith with respect to, any issues relating to items of income, gain, loss, deduction, credit or other tax attribute of any member of the WebMD Subgroup (any such items, “WebMD Subgroup Return Items”). WebMD may, at its sole expense, participate in such audits or proceedings solely with respect to WebMD Subgroup Return Items to the extent that HLTH, in its sole discretion, shall deem appropriate. For the avoidance of doubt, with respect to an audit or proceeding conducted by the IRS, HLTH shall have the right, in its sole discretion, to pay any disputed taxes and ▇▇▇ for a refund in the forum of its choice. The terms of settlement of any issues relating to such proceeding shall be in the sole discretion of HLTH, and each member of the WebMD Subgroup hereby appoints HLTH as its agent for the purpose of proposing and concluding any such settlement.
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Audits and Proceedings. With respect to each Company Benefit Plan, (i) no audits, proceedings, Claims or demands are pending or, to the Knowledge of the Company, threatened by, any Governmental Authority, including the IRS and the Department of Labor, (ii) no Claims (other than routine claims for benefits) are pending or have been asserted against any Company Benefit Plan, the trustee or fiduciary of such plan or the Company with respect to such plan in the past six (6) years and, to the Knowledge of the Company, there is no reasonable basis for any such Claim, and (iii) all reports, returns and similar documents required to be filed with any Governmental Authority have been duly and timely filed in all material respects.
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Related to Audits and Proceedings

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.