CONDUCT OF TAX CLAIMS. 13.1 The Purchaser shall promptly notify the Seller, or as the case may be, the Seller shall promptly notify the Purchaser, in writing and within ten (10) Business Days upon receipt of a notice of any pending or threatened audit investigation or assessment with respect to Tax matters of the Company for any period or portion thereof ending prior to the date of this Agreement. In such event:
(a) the Seller shall be entitled to elect to (i) control the conduct of any such audits or other proceeding relating to Tax matters of the Company, and (ii) settle and compromise any such audit or proceeding, provided, however, that such settlement or compromise shall be effected only with the consent of the Purchaser not to be unreasonably withheld or delayed. The Purchaser agrees to render the Seller such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such audit or proceeding;
(b) in the event that the Seller elects not to assume the defence of such claim or action, the Purchaser shall have the right to employ counsel and to settle and compromise any such claim or action, provided, however, that such settlement or compromise shall be effected only with the consent of the Seller, which consent shall not be unreasonably withheld or delayed. The Seller agrees and shall procure that its affiliates agree to render the Purchaser such assistance as may reasonably be requested in order to ensure the proper and adequate defence of any such claim or proceeding;
(c) the party conducting the defence of any such claim or proceeding shall at all times keep the other party informed of any developments in the defence of any such claim or proceeding and of its intentions as to how to proceed.
13.2 The Purchaser shall promptly notify the Seller, or as the case may be, the Seller shall promptly notify the Purchaser, in writing and within ten (10) Business Days upon receipt of a notice of any pending or threatened audit investigation or assessment with respect to Tax matters of the Company for any period or portion thereof ending for any period or part thereof ending after the date of this Agreement but starting before the date of this Agreement . In such event:
(a) the Purchaser shall be entitled to elect (i) to control the conduct of any such audits or other proceeding relating to Tax matters of the Company, provided that the Seller shall be entitled to participate in the defence of such audits or other proceedings, and (ii) settle an...
CONDUCT OF TAX CLAIMS. Subject to Completion, if the Seller receives any Tax Claim, the Seller shall give or procure that notice in writing is given to the Purchaser as soon as is reasonably practicable.
CONDUCT OF TAX CLAIMS. 8.1 If a member of the Purchaser's Group receives any letter, enquiry, notice, demand, determination, assessment or other document, or a tax authority takes any action, from which it appears that a Group Company may incur or suffer a Potential Liability, or if a member of the Purchaser's Group is, or becomes, aware of any fact which affects, or which may affect, any assessment which may give rise to a Potential Liability, the Purchaser shall or shall procure that a Group Company shall:
(a) notify the Sellers of the relevant facts as soon as practicable and in any case involving an assessment with a time limit for appeal at least ten (10) Business Days before the expiry of that time limit and in any other case, in any event within ten (10) Business Days of receipt thereof; and
(b) to the extent being legally entitled thereto, file a pro forma objection (bezwaarschrift) ultimately one (1) Business Day before the date of expiry of the applicable time limit for such objection or appeal.
8.2 On the giving of the notice referred to in subparagraph 8.1, the Sellers shall be entitled to elect that subparagraphs 7.1(a) and 7.1(b) shall apply to the Potential Liability as if it were Sellers' Conduct Matter and shall be entitled to resist the Potential Liability in the name of a Group Company and have the conduct of any appeal, dispute, compromise or defence of the Potential Liability and of any incidental negotiations relating thereto.
8.3 Subject to any election made under subparagraph 8.2 and the provisions of subparagraph 8.4, the Purchaser and its advisers shall have sole conduct of negotiations and correspondence relating to the Potential Liability. The Purchaser agrees to conduct such negotiations and correspondence as expeditiously as reasonably practicable.
8.4 The Purchaser will not, and will procure that a Group Company will not, compromise or settle any Potential Liability or agree any matter which may affect the outcome of any dispute or negotiation with any Tax Authority in relation to any Potential Liability without the written consent of the Seller.
CONDUCT OF TAX CLAIMS. (a) If the Buyer becomes aware of a Tax Claim, the Buyer must give timely and written notice of it to the Seller.
(b) The Buyer must ensure that the Seller has, at the expense of the Seller, reasonable access to the personnel of the Buyer and the Companies (Purchaser Group) and to books and records within the custody, power, possession or control of the Purchaser Group to enable the Seller to examine and consider the Tax Claim.
CONDUCT OF TAX CLAIMS. (a) Subject to paragraph 9, if the Buyer becomes aware of a Tax Claim, the Buyer shall give or procure that notice in writing is given to the Seller as soon as reasonably practicable, provided that giving that notice shall not be a condition precedent to the Seller’s liability under this Tax Covenant.
(b) If the Seller becomes aware of a Tax Claim, it shall notify the Buyer in writing as soon as reasonably practicable, and, on receipt of the notice, the Buyer shall be deemed to have given the Seller notice of the Tax Claim in accordance with the provisions of paragraph 10(a).
(c) The Buyer will take into account any reasonable representations in relation to the Tax Claim that are made in writing by the Seller within ten Business Days of notice having been given (or deemed to have been given) under paragraph 10(a) or 10(b) but shall otherwise be free to pay or settle the Tax Claim on such terms as the Buyer, in its absolute discretion, considers fit.
CONDUCT OF TAX CLAIMS. 3.1 If the Seller receives any Tax Claim, the Seller shall give or procure that notice in writing is given to the Purchaser and its advisors in relation to Relevant Tax Affairs as soon as is reasonably practicable.
3.2 The Purchaser shall be entitled to resist any Tax Claim in relation to Relevant Tax Affairs, in the name of the Seller or as the case may be the Subsidiaries, and to have the conduct of any appeal, dispute, compromise or defence of the Tax Claim and of any incidental negotiations and the Seller will give and procure the Subsidiaries to give the Purchaser all reasonable co-operation, access and assistance for the purposes of considering and resisting the Tax Claim.
3.3 If the Purchaser does not elect to resist a Tax Claim of the Seller, the Seller shall give the Purchaser drafts of all communications it intends to make in relation to such Tax Claim at least five Business Days before the communication is made, shall make such amendments as the Purchaser shall request before it makes such communication, shall promptly provide the Purchaser with copies of all correspondence relating to the Tax Claim and shall not agree nor settle the relevant Tax Claim without the prior written consent by the Purchaser.
CONDUCT OF TAX CLAIMS. 7.1 If the Purchaser or a Group Company receives any letter, enquiry, notice, demand, determination, assessment or other document, or a Taxation Authority takes any action, from which it appears that a Group Company may incur or suffer a Potential Liability, or if the Purchaser or a Group Company is, or becomes, aware of any fact which affects, or which may affect, any assessment which may give rise to a Potential Liability, the Purchaser shall or shall procure that a Group Company shall, notify the Seller of the relevant facts as soon as practicable and in any case involving an assessment with a time limit for appeal at least ten Business Days before the expiry of that time limit and in any other case, in any event within ten Business Days of receipt thereof.
7.2 On the giving of the notice referred to in subparagraph 7.1, the Seller shall be entitled at any time to elect that subparagraphs 6.1(a)(a) and 6.1(a)(b) shall apply to the Potential Liability as if it were a Seller’s Conduct Matter and shall be entitled to resist the Potential Liability in the name of a Group Company and have the conduct of any appeal, dispute, compromise or defence of the Potential Liability and of any incidental negotiations relating thereto subject to the Seller having indemnified the Purchaser and a Group Company to their reasonable satisfaction against all charges, costs and expenses which they may incur in resisting the Potential Liability and in complying with their obligations under subparagraph 6.1(a)(b).
CONDUCT OF TAX CLAIMS. 7.1 Subject to Completion, if the Purchaser or any other member of the Purchaser's Group is notified or becomes aware of any fact, matter, circumstance or event which has given or might give rise to a claim in respect of Tax against any of them or a Tax Liability and which, in turn, has given or might give rise to a Tax Claim (each a Tax Issue), the Purchaser shall notify the Sellers' Representative thereof in writing as soon as reasonably possible but in any event within ten (10) Business Days after becoming aware of such fact, matter, circumstance or event, providing as much information as reasonably possible, including copies of notices, correspondence or other documents that may be relevant for such Tax Issue.
7.2 Subject to paragraph 7.3 of this Schedule 6 (Tax Deed), the Purchaser shall control the conduct of any Tax Issue. The Purchaser shall:
7.2.1 on an on-going basis keep the Sellers' Representative promptly informed of and consult with the Sellers' Representative with respect to all material developments in relation to such Tax Issue;
CONDUCT OF TAX CLAIMS. 7.1. Upon becoming aware of any pending audit, investigation, assessment or other any other action by any Tax Authority which gives or may give rise to any Tax Liability ("Tax Issue") relating to any taxable year or period beginning on or before the Completion Date, the Purchaser shall give written notice to the Sellers of such Tax Issue without unreasonable delay. This notice shall set out such information as is available and as is reasonably necessary to enable the other party to assess the merits of the Tax Issue. Any failure to timely give such notice shall not affect the rights of the Purchaser, except to the extent that the Sellers are prejudiced by such failure.
CONDUCT OF TAX CLAIMS. 8.1 If the Buyer or the Company becomes aware of a Tax Claim, the Buyer shall give or procure that notice in writing is given to Pxxx Xxxxxxx as soon as is reasonably practicable but in any event within 10 business days, provided that if Pxxx Xxxxxxx receives any Tax Claim for whatever reason, it shall notify the Buyer in writing as soon as is reasonably practicable and the Buyer shall be deemed, on receipt of such notification, to have given Pxxx Xxxxxxx notice of such Tax Claim in accordance with the provisions of this paragraph 7, provided always that the giving of such notice shall not be a condition precedent to the Pxxx Xxxxxxx’x liability under this Tax Covenant.
