Contest Rights Sample Clauses
Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with information relevant to such claim; provided, that the failure by the Tax Indemnitee to provide any such information will not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b), Lessee will control the contest at Lessee's expense. With respect to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, the Tax Indemnitee will consult with Lessee in good faith, but the Tax Indemnitee will retain ultimate control over such contest. The Tax Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, accept, or enter into a settlement or oth...
Contest Rights. The Borrower may secure the right to contest Impositions and construction, mechanics’ or materialmen’s liens, through appropriate proceedings conducted in good faith, by either (A) depositing with the Lender an amount equal to one hundred twenty five percent (125%) of the amount of the Imposition or the lien, or (B) obtaining and maintaining in effect a bond issued by a surety acceptable to the Lender, in an amount equal to the greater of (i) the amount of a required deposit under clause (A) above and (ii) the amount required by the surety or by the court in order to obtain a court order staying the foreclosure of the lien pending resolution of the dispute, and releasing the lien of record. The proceeds of such a bond must be payable directly to the Lender. The surety issuing such a bond must be acceptable to the Lender in its reasonable discretion. After such a deposit is made or bond issued, the Borrower shall promptly commence the contest of the lien and continuously pursue that contest in good faith and with reasonable diligence. If the contest of the related Imposition or lien is unsuccessful, any deposits or bond proceeds shall be used to pay the Imposition or to satisfy the obligation from which the lien has arisen. Any surplus shall be refunded to the Borrower.
Contest Rights. Within five (5) Business Days of receipt of any invoice, Host Customer shall notify System Owner in writing in accordance with Section 20.2 of any portion of the invoiced amount that Host Customer has a reasonable basis to dispute and the basis for such Dispute. Any such Dispute will be governed by Section 20.1 below.
Contest Rights. In the event any claim, action, proceeding or suit is brought against any Indemnified Party with respect to which the SPV would be required to indemnify such Indemnified Party for Taxes under Section 9.1, Section 9.2 or Section 9.3, such Indemnified Party shall promptly give notice or any such claim, action, proceeding or suit to the SPV. The SPV may, at the SPV’s sole cost and expense, resist and defend such action, suit or proceeding in the name of the Indemnified Party (or in the name of the SPV if legally entitled to do so), or cause the same to be resisted or defended by counsel selected by the SPV and reasonably satisfactory to such Indemnified Party.
Contest Rights. Tenant may, in good faith (and wherever necessary, in the name of, Landlord) contest the validity of any Legal Requirements and, pending the determination of such contest, may postpone compliance therewith. In the event of any such contest, Tenant shall prevent any lien related to such contest from attaching to the Premises, and Landlord shall have the right to require Tenant to post a bond or other security in connection with such contest.
Contest Rights. (a) If any party or any of its respective Affiliates receives notice or otherwise becomes aware with respect to any (1) current or future audit, examination, investigation or other proceeding or (2) any claim, demand, assessment (including a notice of proposed assessment), or other assertion, in any case relating to Taxes relating to the Transferred Subsidiaries (or their respective assets or businesses) that could give rise to a liability of the other party hereto (including pursuant to Section 9.1), then such party, shall promptly notify the other party in writing. Each party agrees to consult with and to keep the other party hereto informed on a regular basis regarding the status of any Tax audit or proceeding. Seller and Buyer will cooperate with each other (and cause their respective Affiliates to so cooperate) in the conduct of any audit or other proceeding (including appeals) related to Taxes and all other Tax matters relating to the Transferred Subsidiaries or their respective assets or businesses, and each will execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 6.5(a) will reimburse the other party for any reasonable and actual out-of-pocket expenses reasonably incurred in furnishing such cooperation.
(b) Subject to the other provisions of this Section 6.5, Seller shall have the right to control, at its own expense, any and all audits and any and all subsequent proceedings with respect to (i) any Pre-Closing Tax Period or Straddle Period which if adversely resolved, may reasonably be expected to give rise to an Indemnified Tax, (ii) any taxable period reflected on a Combined Tax Return, and (iii) solely for the sake of clarity, any Taxes solely of Seller or any of its Affiliates (other than the Transferred Subsidiaries) not described in clauses (i) or (ii); provided, however, that none of Seller or any of its Affiliates shall settle, compromise, or waive or fail to initiate or pursue any such proceeding (or portion thereof) without the specific prior written consent of Buyer if such settlement, compromise, waiver or failure would cause any of Buyer or any of its Affiliates to be liable for Taxes (other than Indemnified Taxes for which Buyer will be entitled to full and complete indemnification by Seller notwithstanding the limitations contained in Section 9.9 and Section 9.10) for which they would not have been li...
Contest Rights. (a) The Company shall exert its best efforts to inform each Class A Holder, either orally or in writing, of any requests received by the Company for information from, or potential claims by, the U.S. Internal Revenue Service regarding any matter that could result in liability to any Class A Holder under Section 10.5 hereof.
(b) If the Company receives written notice from the U.S. Internal Revenue Service (including, without limitation, in a preliminary or "30-day" letter) regarding any item for which any Class A Holder may be liable under Section 10.5 hereof, the Company shall promptly notify such Class A Holder in writing of such fact and shall permit the Class A Holders so notified to assume control over the handling, disposition and settlement of any such matter at the examination, administrative and judicial levels. The Company shall be entitled to participate in all meetings with the U.S. Internal Revenue Service relating to such issue and to review and consult on all submissions to the U.S. Internal Revenue Service or any court with respect to any such issue. The Company shall cooperate with such Class A Holders, as reasonably requested, in connection with any such examination or administrative or judicial proceedings, including, without limitation, by way of signing and filing protests, petitions, notices of appeal and court pleadings and executing powers of attorney to enable such Class A Holders to represent the interests of the Company in, and to assume control over, relevant examinations or proceedings insofar as they relate to the issues described in this Article; provided, however, that expenses incurred by the Company in connection with actions taken at the request of the Class A Holders shall be reimbursed to the Company by such Class A Holders on an after-tax basis. The Class A Holders shall be entitled to employ counsel of their choice in connection with any of the matters described in this Article X and shall bear all expenses associated with the employment of such counsel. The provisions of this paragraph shall also apply to any claim for a refund of taxes paid or withheld in connection with the matters described in this Article X. Notwithstanding the foregoing provisions of this Section 10.6(b), if any Class A Holders assume control over any issue concerning the liability of the Company described in this Article at the examination, administrative or judicial levels, such Class A Holders shall not be entitled to settle or compromise any ...
Contest Rights. (i) Lucent shall, or shall cause the Company to, promptly notify the Stockholder in writing upon receipt by Lucent or the Company or any affiliate of each thereof of each written communication with respect to any pending or threatened audit of, assessment against or court or other proceeding against the Company for any taxable period which could give rise to a claim for indemnity under Section 8.6(a) (an "Indemnified Tax Liability"). The Stockholder shall have the sole right to represent the interests of the Company in any audit, administrative, court or other proceeding relating to an Indemnified Tax Liability, to employ counsel or other representatives of its choice and to otherwise control the conduct of such audit or proceeding in such manner as it deems fit in its sole discretion including, without limitation, to contest, litigate, compromise and settle any adjustment or assessment made or proposed therein. The Stockholder agrees to keep Lucent informed of the progress of any such audits or proceedings and to consult in good faith with Lucent in connection therewith. If the Stockholder elects to so represent the Company's interests, he shall within thirty (30) days of delivery of the notice by Lucent (or sooner, if the nature of the Indemnified Tax Liability so requires) notify Lucent in writing of his intent to do so, and Lucent agrees, and shall cause the Company to agree, to cooperate, at the Stockholder's sole expense, with the Stockholder and its
(ii) Notwithstanding paragraph (i) hereof, in respect of any Indemnified Tax Liability, the Stockholder may not settle, compromise or otherwise dispose of any such liability without the consent of Lucent, if such settlement, compromise or other disposition would have a material adverse effect on the Company for taxable periods beginning on or after the Closing Date. In that event, the Stockholder shall permit the Company, through counsel of its own choosing and at its sole expense, to participate in the settlement, compromise or other disposition of such Indemnified Tax Liability.
Contest Rights. Notwithstanding the foregoing covenants, each Contran Company will have the right to contest its obligations under statutory laws, regulations, orders, and contracts (other than the Obligations) and for payment of taxes as long as (a) such contest is started and continued in good faith and by appropriate means, (b) adequate reserves are maintained by the Contran Company engaging in such contest for performance of the obligation in the event of an outcome of such contest that is adverse to the Contran Company involved and (c) the Bank Group is notified of any such contest where an adverse outcome probably would involve a payment of $5,000,000 or more.
Contest Rights. A Party who has "contest rights" with respect to an asserted Tax liability or a refund claim shall have the right (but not the obligation), at its own expense, to negotiate, settle or contest such asserted Tax liability or refund claim, in its own name or in the name of the other party or its Affiliates, as appropriate, all in accordance with the terms of this Section 12(d). Such contest rights shall include, but not be limited to, the determination (x) whether any action shall initially be by way of judicial or administrative proceedings, or both, (y) whether any such asserted Tax liability shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof and (z) if judicial action is undertaken, the court or other judicial body before which such action shall be commenced.