Tax Proceeding definition

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

Tax Proceeding means any audit, examination, claim or Proceeding with respect to Taxes, Tax matters, or Tax Returns.

Tax Proceeding means any Tax audit, dispute, examination, contest, litigation, arbitration, action, suits, claim, cause of action, review, inquiry, assessment, hearing, complaint, demand, investigation or proceeding (whether administrative, judicial or contractual).

Examples of Tax Proceeding in a sentence

• Neither Purchaser, the Company nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding related to a Pre-Closing Tax Period that would give rise to an indemnity claim pursuant to this Agreement without obtaining Seller’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed.

• If, subsequent to the Closing, Purchaser or the Company receives notice of a Tax Proceeding with respect to any Tax Return for a Pre-Closing Tax Period, then within fifteen (15) days or reasonable period after receipt of such notice, Purchaser shall notify Seller of the same and provide Seller with a copy of such notice.

• Purchaser, the Company and Seller shall each cooperate fully, as and to the extent reasonably requested by each Party, in connection with the filing of Tax Returns pursuant to this Agreement and any Tax Proceeding with respect to Taxes attributable to any Pre-Closing Tax Period.

• Such cooperation shall include the retention and (upon the relevant Party’s request) the provision of records and information which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

• Purchaser shall have the right to control the conduct and resolution of such Tax Proceeding, provided, however, that Purchaser shall keep Seller reasonably informed of the progress of such Tax Proceeding and Seller shall have the right to participate (at Seller’s own expense) in such Tax Proceeding.

More Definitions of Tax Proceeding

Tax Proceeding means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

Tax Proceeding means any Tax audit, contest, litigation, defense or other proceeding with or against any Governmental Authority.

Tax Proceeding has the meaning set forth in Section 6.1 of this Agreement.

Tax Proceeding has the meaning specified in Section 8.03(a).

Tax Proceeding has the meaning set forth in Section 10.2.

Tax Proceeding means any audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority.

Tax Proceeding has the meaning set forth in Section 3.12.