Notification and Contest Procedures Clause Examples

Notification and Contest Procedures. (1) GP Strategies shall, in good faith, calculate Five Star's Tax liability, if any, under Section 2(c)(iii) and notify Five Star of the amount of such liability, if any (the "GP Strategies Notification Letter"). Notification of a Five Star Tax liability and payment obligation under this clause (1) of this Section 2(c)(iv) shall constitute a request for payment, and, subject to clause (2) of this Section 2(c)(iv), Five Star shall pay such amount, in immediately available funds, to GP Strategies within 30 days after receipt of the GP Strategies Notification Letter, provided that Five Star shall not be obligated to make such payment to GP Strategies earlier than 10 days prior to the due date for the filing or making of the relevant Return or estimated Tax payment. (2) If Five Star determines in good faith that the amount of its Tax liability under Section 2(c)(iii) differs from the corresponding amount in the GP Strategies Notification Letter, Five Star shall notify GP Strategies of such difference (the "Five Star Tax Adjustment Amount") (such determination, with calculations in reasonable detail, being referred to as the "Five Star Notification Letter," which Five Star shall deliver to GP Strategies no later than 30 days after the date of receipt of the GP Strategies Notification Letter). If GP Strategies determines in good faith that Five Star's determination of the Five Star Tax Adjustment Amount is incorrect, GP Strategies shall notify Five Star of such determination (the "Second GP Strategies Notification Letter") within 30 days of receipt of the Five Star Notification Letter. If the dispute is not resolved by mutual accord within 30 days of Five Star's receipt of the Second GP Strategies Notification Letter, the dispute shall be resolved under the provisions of Section 7. Until GP Strategies and Five Star reach agreement, or any dispute between them is resolved pursuant to Section 7, as to the Five Star Tax Adjustment Amount, the provisions of this Section 2(c) shall continue to apply and payments shall be made by the parties in the amounts set forth in the GP Strategies Notification Letter in accordance with clause (1) of this Section 2(c)(iv). Within 30 days of reaching an agreement or resolution, GP Strategies shall pay to Five Star, or Five Star shall pay to GP Strategies, the agreed amount after taking into account any payments made under clause (1) of this Section 2(c)(iv), together with interest at a rate equal to the Applicable Federal Rate fro...
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Related to Notification and Contest Procedures

  • Notification Procedures To address non-compliance, the receiving Competent Authority would notify the providing Competent Authority pursuant to Article 5 of the IGA. The notification procedures would differ depending upon whether the receiving Competent Authority seeks to address administrative or other minor errors or significant non-compliance.

  • Test Procedures For an Asset Review, the Asset Representations Reviewer will perform for each Asset Review Receivable the procedures listed under “Procedures to be Performed” in Schedule A for each representation and warranty (each, a “Test”), using the Asset Review Materials listed for each such Test in Schedule A. For each Test and Asset Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).

  • Claim Procedures Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Procurement Procedures 11.1 The Recipient must secure the best value for money and shall act in a fair, open and non-discriminatory manner in all purchases of goods and services.

  • Third Party Claim Procedures (a) The party seeking indemnification under Section 6.01 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

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