Contest Provisions Clause Samples
Contest provisions define the procedures and rights for disputing or challenging certain actions, decisions, or claims under an agreement. Typically, these provisions outline the steps a party must take to formally contest an issue, such as providing written notice within a specified timeframe and following a set process for resolution, which may include negotiation, mediation, or arbitration. The core function of contest provisions is to ensure that disagreements are addressed in an orderly and predictable manner, thereby reducing uncertainty and potential conflict between the parties.
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Contest Provisions. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).
Contest Provisions. Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding.
Contest Provisions a. The New General Partner shall be entitled to contest, as tax matters partner of CTA in accordance with the CTA Agreement as part of the unified audit of CTA, any claim in respect of any "partnership" item of CTA that, if successful, would result in a Tax Event (a "Partnership Level Issue"). Each Indemnitee shall take such action or refrain from taking such action as may be reasonably necessary in order to cause each item which is the subject of a potential Tax Event to be contested as a Partnership Level Issue. If the New General Partner contests a Partnership Level Issue that, if successful, would result in a Tax Event, Prime's obligation to pay any Tax Indemnity Amounts shall, at Prime's election, be deferred until thirty (30) days after a Final Determination of the Indemnitees' respective federal income tax liabilities in respect of a Tax Event, provided that, upon receipt of the 30-day letter from the Internal Revenue Service, Prime furnishes the Indemnification Security.
b. If an audit or proceeding involving a potential Tax Event is being conducted in a proceeding involving an Indemnitee, which cannot be transferred to CTA as a partnership item (an "Indemnitee Level Issue"), such Indemnitee hereby agrees to promptly notify Prime in writing of such adjustment, and such Indemnitee shall tender the defense of such Indemnitee Level Issue to such legal counsel as Prime may select and which is reasonably acceptable to such Indemnitee ("Contest Counsel"). Such Indemnitee agrees to reasonably cooperate with Contest Counsel in connection with any such proceedings and to follow the advice of Contest Counsel with respect to decisions as to whether to contest such Indemnitee Level Issue, the extent and choice of forum with respect to such contest and other material issues relating thereto. Contest Counsel shall represent an Indemnitee only in connection with such issues as could potentially result in a Tax Event with respect to such Indemnitee, and, unless such Indemnitee, in its sole discretion, otherwise consents, Contest Counsel shall not represent such Indemnitee with respect to any other issues, without regard to whether such other issues are being concurrently challenged by the Internal Revenue Service or other tax authority or appear on the same tax return as the Indemnitee Level Issue in question. Each Indemnitee shall make available to Contest Counsel copies of such Indemnitee's tax returns and other information and materials pertinent to the contest...
Contest Provisions. (1) Seller shall have the right to represent the Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld.
(2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense.
(3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).
Contest Provisions. (a) The party responsible for preparation and filing Tax Returns under Section 3.1 (the “Responsible Party”), shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party.
(b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b).
(c) Notwithstanding Section 5.2(a),
i) To the extent...
Contest Provisions. Promptly after receipt by the Purchaser or Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.
Contest Provisions. (i) Each party shall promptly notify the other party in writing upon receipt of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder unless such failure materially prejudices the rights of Seller.
(ii) Seller shall have the right to represent the Company and its Subsidiary with respect to any Tax Claim; provided, that (A) Seller shall keep Buyer reasonably informed and consult in good faith with Buyer and its tax advisors with respect to any issue relating to such Tax Claims; (B) Seller shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with a copy of any written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed.
Contest Provisions. (i) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") which could affect the liability for Taxes of such other party. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim.
(ii) The Seller shall have the sole right to represent the Company and each of its Subsidiary's interests in any Tax Claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be entitled to participate at its expense in any part of a Tax Claim relating to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyer, any of its affiliates, the Company or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Seller may have a liability under this Agreement without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Seller.
Contest Provisions. 64 SECTION 7.4
Contest Provisions. The Company shall promptly notify the Purchasers and Noteholders in writing upon receipt by the Company or any of its Restricted Subsidiaries or any of their Affiliates of notice of any pending or threatened Tax audits or assessments which may materially affect the Tax liabilities of the Company.