Tax Action Sample Clauses
A Tax Action clause defines the rights and obligations of parties in relation to actions or decisions that affect the tax treatment of a transaction or agreement. Typically, it outlines what steps a party must take if a tax authority challenges the tax position, such as notifying the other party, cooperating in defense, or seeking consent before settling a dispute. This clause ensures that both parties are protected from unexpected tax liabilities and clarifies how tax-related risks and responsibilities are managed, thereby reducing the likelihood of disputes and financial surprises related to taxation.
Tax Action. No claim for assessment or collection of Taxes has been or is presently being asserted in writing or is otherwise outstanding against the Company; and there is no Action by any Taxing Authority pending or threatened in writing against the Company; and there are no Encumbrances for Taxes upon any of the assets of the Company. The Company does not have outstanding powers of attorney with respect to Taxes. Neither the Company nor any director, managing director or officer or any shareholder of the Company (in his, her or its capacity as such) has paid or become liable to pay, and there are no circumstances by reason of which it or they may become liable to pay, any penalty, fine, surcharge or interest in respect of the Company’s Taxes.
Tax Action. No claim for assessment or collection of Taxes has been or is presently being asserted or is otherwise outstanding against the Company; no rationale underlying a claim for Taxes has been asserted previously by any Taxing Authority that, to the Knowledge of the Company, reasonably could be expected to be asserted in any other period; and there is no Action by any Taxing Authority pending or threatened against the Company, nor, to the Knowledge of the Company, is there any basis for any of the foregoing; and there are no Encumbrances for Taxes upon any of the assets of the Company. The Company does not have outstanding powers of attorney with respect to Taxes. There are no outstanding rulings of, or requests for rulings by, any Taxing Authority addressed to the Company that are, or if issued would be, binding on the Company.
Tax Action. No claim for assessment or collection of Taxes by a Taxing Authority has been asserted for any period for which the applicable statute of limitations has not yet expired or is presently being asserted or is otherwise outstanding against any of the Company Entities; no rationale underlying a claim for Taxes has been asserted previously by any Taxing Authority that reasonably could be expected to be asserted in any other period for any period for which the applicable statute of limitations has not yet expired; and there is no dispute, claim, demand, action, suit, proceeding, arbitration or investigation by any Taxing Authority pending or threatened in writing against any of the Company Entities; and there are no Liens for Taxes upon any of the assets of any of the Company Entities except for liens for Taxes not yet due and payable. None of the Company Entities has an outstanding power of attorney with respect to Taxes.
Tax Action. There is no action, audit or examination currently in process or pending against the Company Entities in respect of any Tax or assessment, and to the Knowledge of Sellers no action for additional Tax or assessment is asserted or threatened in writing by any Taxing Authority. The Company Entities have not been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against the Company Entities. There are no Liens for Taxes upon any of the assets of any of the Company Entities except for liens for Taxes not yet due and payable.
Tax Action. If the Purchaser or any of its Affiliates receives notice of a Tax Action related to any Tax of the Transferred Entities for any Pre-Closing Tax Period that would reasonably be expected to give rise to a claim under Section 10.02 (a “Specified Tax Action”), then the Purchaser shall promptly, and in any event within fifteen (15) days, notify the Seller of such Specified Tax Action; provided, however, that the Purchaser’s failure to give such notice will not relieve the Seller from Liability in respect of its indemnification obligation, except if and to the extent the Seller is materially prejudiced thereby. The Seller shall have the right to solely control the conduct of any Specified Tax Action, and, except as set forth in Section 7.09(i) of the Disclosure Letter, the Seller shall have the right to jointly control, with the Purchaser, the conduct of any Specified Tax Action (in each case, at the Seller’s sole cost and expense) to the extent it pertains to a Straddle Period. The Purchaser shall control the conduct of any other Tax Action with respect to the Transferred Entities, including any Specified Tax Action that the Seller elects not to control. No party shall settle a Specified Tax Action without the other party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); each party shall keep the other party reasonably informed regarding the progress of any Specified Tax Action; and each party shall consider in good faith any reasonable recommendations made by the other party. The Seller and the Purchaser shall use commercially reasonable efforts to cooperate with respect to the payment of any “imputed underpayment” arising with respect to a Pre-Closing Tax Period regarding a Transferred Entity that is a partnership for U.S. federal income Tax purposes. In furtherance of the foregoing, upon the reasonable request of the Seller or the Purchaser, as applicable, the Seller and the Purchaser shall use commercially reasonable efforts to effect payment of the applicable Taxes through the “pull-in” procedure described in Section 6225(c)(2)(B) of the Code, but if the “pull-in” procedure does not eliminate the entirety of the “imputed underpayment”, a “push-out” election described in Section 6226 of the Code shall be made, and the Seller shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate with the Purchaser to make any such election to the extent necessary to make such election.
Tax Action. No unresolved written claim for assessment or collection of material Taxes has been or is presently being asserted, or is otherwise outstanding against the Company or any of its Subsidiaries. There is no Action by any Taxing Authority pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries with respect to material Taxes, and there are no Encumbrances for material Taxes upon any of the assets of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has outstanding powers of attorney with respect to any material amount of Taxes.
Tax Action. No claim for assessment or collection of Taxes by a Taxing Authority has been or is presently being asserted or is otherwise outstanding against the Company; no rationale underlying a claim for Taxes has been asserted previously by any Taxing Authority that reasonably could be expected to be asserted in any other period; and there is no dispute, claim, demand, action, suit, proceeding, arbitration or investigation by any Taxing Authority pending or threatened against the Company; and there are no Liens for Taxes upon any of the assets of the Company except for liens for Taxes not yet due and payable. The Company has no outstanding powers of attorney with respect to Taxes.
Tax Action. Notwithstanding anything to the contrary in this Agreement, if Servier (or its assignee) redomiciles or assigns its rights or obligations under this Agreement, or fails to comply with applicable Laws or filing or record retention requirements, or there is a change in the party making payment (each, a “Tax Action”), and, as a result of such Tax Action, the amount of tax required to be withheld under this Section 7.4.2 (Taxes and Withholding) in respect of a payment to Black Diamond is greater than the amount of such tax that would have been required to have been withheld absent such Tax Action, then any such amount payable to Black Diamond will be adjusted to take into account such withholding taxes as may be necessary so that, after making all required withholdings or deductions (as adjusted for any refunds pursuant to Section 7.4.2 (Taxes and Withholding)), Black Diamond receives an amount equal to the sum it would have received had no such Tax Action occurred. For purposes of this Section 7.4.2 (Tax Action), a “redomiciliation” shall mean a reincorporation, acquisition transaction or other action resulting in a change in tax residence of Servier or its assignee. For the avoidance of doubt, if Black Diamond (or its assignee) redomiciles or assigns its rights or obligations under this Agreement, or fails to comply with Applicable Laws or filing or record retention requirements, or there is a change in the party receiving payments, then (a) Servier shall not be liable for a failure to comply with Section 7.4.2(d) (Tax Cooperation), to the extent that Black Diamond’s actions resulted in such inability to comply, and (b) Black Diamond shall reimburse Servier for any reasonable and documented increased costs actually incurred by Servier and its Affiliates under Section 7.4.2(d) (Tax Cooperation).
Tax Action. Notwithstanding anything to the contrary in this Agreement, if ArriVent (or its assignee) redomiciles or assigns its rights or obligations under this Agreement, or fails to comply with applicable Laws or filing or record retention requirements, or there is a change in the party making payment (each, a “Tax Action”), and, as a result of such Tax Action, the amount of Tax required to be withheld under this Section 8.10 (Taxes) in respect of a payment to Lepu is greater than the amount of such Tax that would have been required to have been withheld absent such Tax Action, then any such amount payable to Lepu will be adjusted to take into account such withholding Taxes as may be necessary so that, after making all required withholdings or deductions (as adjusted for any refunds pursuant to Section 8.10(a) (Withholding Income Taxes)), Lepu receives an amount equal to the sum it would have received had no such Tax Action occurred. For purposes of this Section 8.10(c) (Tax Action), a “redomiciliation” will include a reincorporation, acquisition transaction or other action resulting in a change in Tax residence of ArriVent or its assignee.
Tax Action. If a Party assigns, sublicenses, changes its place of incorporation or tax residence or makes a payment under this Agreement from a jurisdiction other than its jurisdiction of incorporation, which results in an additional or increased tax withholding or deduction obligation with respect to payments to be made pursuant to this Agreement by such Party (“Tax Action”), then such Party shall bear the amount of any additional or increased tax withholding or deduction.