Audits and Contest. (a) MS or MSCI shall promptly notify the other in writing upon the receipt of any notice of Tax Proceeding from the relevant Taxing Authority that could reasonably result in an indemnity obligation of a party under this Agreement; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the indemnifying party is materially prejudiced by such failure.
Appears in 4 contracts
Samples: www.sec.gov, www.sec.gov, Tax Sharing Agreement (MSCI Inc.)
