Common use of CONDUCT OF TAX LITIGATION Clause in Contracts

CONDUCT OF TAX LITIGATION. 6.1 If any Tax Demand is received by or comes to the notice of the Buyer or the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its attention or, if earlier, at least ten Business Days prior to the expiry of any time for appeal), give or procure to be given to the Seller written notice of the Tax Demand provided that the giving of such notice shall not be a condition precedent and the Seller’s liability under this Schedule 3. 6.2 Provided that the Seller indemnifies the Company and the Buyer to the reasonable satisfaction of the Buyer against all third party costs and expenses which may be properly and reasonably incurred, the Buyer shall take, or shall procure that the Company takes, such action and gives such information and assistance in connection with the affairs of the Company as the Seller may reasonably request to dispute, resist, appeal or compromise the Tax Liability provided that: 6.2.1 the Buyer shall keep the Seller and the Company informed as to the progress and consequences of such action; and 6.2.2 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent to the relevant Tax Authority without having first been approved by the Seller (such approval not to be unreasonably withheld or delayed). 6.3 The Buyer or the Company shall, without reference to the Seller, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.3.1 if the Seller has not made the request referred to in paragraph 6.2 of this part 4 by the earlier of the following dates: 6.3.1.1 the date being twenty Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.1 of this part 4, is received by the Seller; and 6.3.1.2 the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Seller has had at least ten Business Days’ notice of the Tax Demand; 6.3.2 if written notice is served on the Company or the Buyer by the Seller to the effect that it considers the Tax Demand should no longer be resisted; or 6.3.3 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be. 6.4 The Buyer will not be required to take or procure that the Company will take any action mentioned in paragraph 6.2: 6.4.1 which it considers to be materially prejudicial to the Taxation affairs of the Company, the Buyer or any other member of the Buyer’s Group; or; 6.4.2 which involves contesting a Tax Demand beyond the first appellate body (excluding the Taxation Authority which has made the Tax Demand) in the jurisdiction concerned unless the Seller obtains (at the Seller’s cost and expense) the opinion of tax counsel of at least five years’ call that it is reasonable in all circumstances to make such an appeal.

CONDUCT OF TAX LITIGATION. 6.1 10.1 If any Tax Demand is received by or comes to the notice of the Buyer or the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its attention orusing all reasonable endeavours, if earlier, at least ten Business Days not later than 14 days prior to the expiry of any time for appeal)) give, give or procure to be given to the Seller written notice of the Tax Demand provided (setting out reasonable particulars of the demand) PROVIDED ALWAYS that failure by the giving Buyer to notify, or procure notification of, the Seller within the time frame outlined above shall not release the Seller from liability save that in circumstances where the Buyer has failed to give such notice to the Seller, and as a result of such failure, the Company sustains any supplemental penalty, charge, interest or default surcharge or other loss, damage or liability which it would not have incurred or sustained but for the Buyer's failure to give such notice to the Seller, the Seller shall not be a condition precedent and the Seller’s liability liable under this Schedule 3for such supplemental penalty, charge, interest, fine or default surcharge or other loss, damage or liability. If any Tax Demand is received by or comes to the notice of the Seller, the Seller shall, as soon as reasonably practicable (and, using all reasonable endeavours, not later than 14 days prior to the expiry of any time for appeal) give the Buyer notice of the Tax Demand. 6.2 Provided that 10.2 If so requested in writing by the Seller indemnifies and if the Seller shall indemnify and secure the Company and the Buyer Buyer, to the Buyer's reasonable satisfaction of the Buyer satisfaction, against all third party reasonable costs and expenses which they may be properly and reasonably incurredincur, the Buyer shall take, or shall procure that the Company takes, such action and gives give such information and assistance in connection with the affairs of the Company as the Seller may reasonably request to dispute, resist, appeal or compromise the Tax Liability provided thator Tax Demand PROVIDED THAT: 6.2.1 10.2.1 the Buyer shall not be required to make or procure the making of a formal appeal to any tribunal, court, appellate body or judicial authority unless the Seller, at its own expense, and after disclosure of all relevant information and documents obtains and delivers to the Buyer an opinion from appropriate counsel who has specialised in relevant Tax matters for a minimum of 10 years that making the appeal is a reasonable cause of action to take having regard to the circumstances of the Tax Liability or Tax Demand in question; 10.2.2 the Seller shall keep the Seller Buyer and the Company fully informed as to the progress and consequences of such actionaction and shall consult with the Buyer and the Company as to the action to be taken; 10.2.3 the Seller shall make no settlement or compromise of the relevant Tax Liability which is likely to affect materially the future Tax of the Company or of the Buyer without the prior approval of the Company or the Buyer (as may be appropriate) such approval not to be unreasonably withheld or delayed; and 6.2.2 10.2.4 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent to the relevant Tax Authority without having first been approved by the Seller Buyer (such approval not to be unreasonably withheld or delayed)) and, subject to the foregoing, the Seller shall be entitled to take over the conduct of all proceedings relating to the Tax Demand in question. 6.3 10.3 The Buyer or the Company shall, without reference to the Seller, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such reasonable terms as it may, in its absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreementthe agreement: 6.3.1 10.3.1 if the Seller has not made the request and provided the indemnity and security referred to in paragraph 6.2 of this part 4 10.2 by the earlier of the following dates: 6.3.1.1 10.3.1.1 the date being twenty ten Business Days after the date on which notice of the that Tax Demand, served Demand was given pursuant to paragraph 6.1 10.1 or notice of this part 4, is received by the Tax Demand came to the attention of the Seller; and 6.3.1.2 10.3.1.2 the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that PROVIDED THAT the Seller has had at least ten five Business Days’ ' notice of the Tax Demand; 6.3.2 10.3.2 if written notice is served on the Company or the Buyer by the Seller to the effect that it considers the Tax Demand should no longer be resisted; or; 6.3.3 10.3.3 if within the period of 10 Business Days following the service of a written notice by the Buyer on the Seller requiring the Seller to clarify or explain the terms of any request made under paragraph 10.2, no written clarification or explanation is received by the Buyer within that period; 10.3.4 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be. 6.4 The Buyer will not be required to take or procure that PROVIDED THAT the Company will take any action mentioned in paragraph 6.2: 6.4.1 which it considers to be materially prejudicial to the Taxation affairs Seller has had at least five Business Days' notice of the Company, the Buyer or any other member of the Buyer’s Group; or; 6.4.2 which involves contesting a Tax Demand beyond the first appellate body (excluding the Taxation Authority which has made the Tax Demand) in ; or 10.3.5 if a Tax Authority alleges that while the jurisdiction concerned unless Company was under the control of the Seller obtains (at there was any act or failure to act by the Seller’s cost and expense) Company or the opinion of tax counsel of at least five years’ call that it is reasonable Seller in all circumstances to make such an appealconnection with the Tax Liability which constitutes fraud.

CONDUCT OF TAX LITIGATION. 6.1 If any Tax Demand is received by or comes to the notice of the Buyer or the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten 10 Business Days of the Tax Demand coming to its attention or, if earlier, at least ten 10 Business Days prior to the expiry of any time for appeal), give or procure to be given to the Seller Sellers written notice of the Tax Demand provided that if the giving Buyer fails promptly to notify, or procure notification of, the Sellers and, as a result of such failure, the Buyer or the Company sustains any supplemental penalty, charge, interest or default surcharge or other loss, damage or liability which it would not have incurred or sustained but for the Buyer’s failure to give such notice to the Sellers, the Sellers shall not be a condition precedent and the Seller’s liability liable under this Schedule 3schedule for such supplemental penalty, charge, interest, fine or default surcharge or other loss, damage or liability. 6.2 Provided that If so requested in writing by the Seller indemnifies Sellers (or either of them), the Company and Sellers shall (at their cost) be entitled to take over the Buyer conduct of all proceedings relating to the reasonable satisfaction of the Buyer against all third party costs and expenses which may be properly and reasonably incurredTax Demand in question and, if necessary, the Buyer shall take, or shall procure that the Company takes, such action and gives such information and assistance in connection with the affairs of the Company as the Seller Sellers may reasonably request to dispute, resist, appeal or compromise the Tax Liability provided thatthat neither the Buyer nor the Company shall be obliged to make a formal appeal to any tribunal, court, appellate body or judicial authority unless the Sellers obtain an opinion from Tax Counsel at the Sellers’ cost, that the appeal has a reasonable chance of success and provided further: 6.2.1 the Buyer Sellers shall keep the Seller Buyer and the Company informed as to the progress and consequences of such action; and 6.2.2 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent to the relevant Tax Authority without having first been approved by the Seller Buyer (such approval not to be unreasonably withheld or delayed). 6.3 The Buyer or the Company shall, without reference to the SellerSellers, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.3.1 if the Seller has Sellers have not made the request referred to in paragraph 6.2 7.2 of this part 4 by the earlier of the following dates: 6.3.1.1 6.3.2 the date being twenty 30 Business Days after the date on which notice of the Tax Demand, served pursuant to paragraph 6.1 7.1 of this part 4, is received by the SellerSellers; and 6.3.1.2 6.3.3 the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Seller has Sellers have had at least ten 10 Business Days’ notice of the Tax Demand; 6.3.2 6.3.4 if written notice is served on the Company or the Buyer by the Seller Sellers to the effect that it considers the Tax Demand should no longer be resisted; or 6.3.3 6.3.5 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be. 6.4 The Buyer will not be required to take or procure that the Company will take any action mentioned in paragraph 6.2: 6.4.1 which it considers to be materially prejudicial to the Taxation affairs of the Company, the Buyer or any other member of the Buyer’s Group; or; 6.4.2 which involves contesting a Tax Demand beyond the first appellate body (excluding the Taxation Authority which has made the Tax Demand) in the jurisdiction concerned unless the Seller obtains (at the Seller’s cost and expense) the opinion of tax counsel of at least five years’ call that it is reasonable in all circumstances to make such an appeal.

CONDUCT OF TAX LITIGATION. 6.1 31.1 If any Tax Demand is received by or comes to the notice of the Buyer or the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its attention or, if earlier, at least ten Business Days prior to the expiry of any time for appeal)practicable, give or procure to be given to the Seller written notice of the Tax Demand provided that PROVIDED THAT the giving of such notice shall not be a condition precedent and to the liability of the Seller under this schedule in respect of the Tax Demand or otherwise. If any Tax Demand is received by or comes to the notice of the Seller’s liability under this Schedule 3, the Seller shall, as soon as reasonably practicable, give the Buyer notice of the Tax Demand. 6.2 Provided that 31.2 If so requested in writing by the Seller indemnifies and if the Seller shall indemnify and secure the Company and the Buyer Buyer, to the Buyer's reasonable satisfaction satisfaction, within 21 days of the Buyer giving the Seller notice of the Tax Demand, against all third party reasonable and proper costs and expenses (including additional Tax) which they may be properly and reasonably incurred, incur thereby the Buyer shall take, or shall procure that the Company takes, such action and gives such information and assistance in connection with the affairs of the Company as the Seller may reasonably request to dispute, resist, appeal or compromise the Tax Liability provided thatPROVIDED THAT: 6.2.1 31.2.1 the Buyer shall not be required to make or procure the making of a formal appeal to any court, appellate body or judicial authority unless the Seller, at its own expense, and after disclosure of all relevant information and documents obtain and deliver to the Buyer an opinion from appropriate counsel who has been approved for the purpose by the Buyer (such approval not to be unreasonably withheld or delayed) and who has specialised in relevant Tax matters for a minimum of 10 years that the appeal has a reasonable chance of success; 31.2.2 the Seller shall keep the Seller Buyer and the Company fully informed as to the progress and consequences of such actionaction and shall consult with the Buyer and the Company as to the action to be taken; 31.2.3 the Seller shall make no settlement or compromise of the relevant Tax Liability which is likely to affect materially and adversely the future Tax of the Company or of the Buyer without the prior approval of the Company or the Buyer (as may be appropriate); and 6.2.2 31.2.4 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent to the relevant Tax Authority without having first been approved by the Seller Buyer (such approval not to be unreasonably withheld or delayed)) -------------------------------------------------------------------------------- 61 and, subject to the foregoing, the Seller shall be entitled to take over the conduct of all proceedings relating to the Tax Demand in question. 6.3 31.3 The Buyer or the Company shall, without reference to the Seller, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreementthe agreement: 6.3.1 31.3.1 if the Seller has not made the request and provided the indemnity and security referred to in sub-paragraph 6.2 of this part 4 5.2 by the earlier of the following dates: 6.3.1.1 (a) the date being twenty 20 Business Days after the date on which notice of that Tax Demand was given pursuant to sub-paragraph 5.1 or notice of the Tax Demand, served pursuant Demand came to paragraph 6.1 the attention of this part 4, is received by the Seller; and 6.3.1.2 (b) the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that PROVIDED THAT the Seller has had at least ten five Business Days’ ' notice of the Tax Demand; 6.3.2 31.3.2 if written notice is served on the Company or the Buyer by the Seller to the effect that it considers the Tax Demand should no longer be resisted; or; 6.3.3 31.3.3 if within the period of 10 Business Days following the service of a written notice by the Buyer on the Seller requiring the Seller to clarify or explain the terms of any request made under sub-paragraph 5.2, no reasonable written clarification or explanation is received by the Buyer within that period; 31.3.4 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be.; or 6.4 The Buyer will not be required to take or procure 31.3.5 if a Tax Authority alleges in writing that while the Company will take any action mentioned in paragraph 6.2: 6.4.1 which it considers to be materially prejudicial to was under the Taxation affairs control of the Company, Seller there was any act or failure to act by the Buyer Company or any other member of the Buyer’s Group; or; 6.4.2 which involves contesting a Tax Demand beyond the first appellate body (excluding the Taxation Authority which has made Seller in connection with the Tax Demand) in the jurisdiction concerned unless the Seller obtains (at the Seller’s cost and expense) the opinion of tax counsel of at least five years’ call that it is reasonable in all circumstances to make such an appealLiability which constitutes fraud.

CONDUCT OF TAX LITIGATION. 6.1 5.1 If following Completion any Tax Demand is received by or comes to the notice of the Buyer or the Company the Buyer shall, as soon as reasonably practicable (and, in any event within ten Business Days of the Tax Demand coming to its attention or, if earlier, at least ten Business Days prior to the expiry of any time for appeal)practicable, give or procure to be given to the Seller written notice of the Tax Demand provided that the giving of such notice shall not be a condition precedent and to the liability of the Seller under this schedule in respect of the Tax Demand or otherwise. If any Tax Demand is received by or comes to the notice of the Seller’s liability under this Schedule 3, the Seller shall, as soon as reasonably practicable, give the Buyer notice of the Tax Demand. 6.2 Provided that 5.2 If so requested in writing by the Seller indemnifies and if the Seller shall indemnify and secure the Company and the Buyer Buyer, to the Buyer’s reasonable satisfaction satisfaction, against the relevant Tax Liability and any additional Tax Liability (including interest and penalties in respect of the Buyer against Tax) and all third party reasonable and proper costs and expenses which they may incur, the Seller shall be properly and reasonably incurredentitled to take over the conduct of all proceedings relating to the Tax Demand in question and, if necessary, the Buyer shall take, or shall procure that the Company takes, such action and gives such information and assistance in connection with the affairs of the Company as the Seller may reasonably request to dispute, resist, appeal or compromise the Tax Liability provided that: 6.2.1 5.2.1 the Buyer shall not be required and the Seller shall not be permitted to make or procure the making of a formal appeal to any tribunal, court, appellate body or judicial authority unless the Seller, at its own expense and after disclosure of all relevant information and documents, obtains and delivers to the Buyer an opinion from appropriate counsel who has been approved for the purpose by the Buyer (such approval not to be unreasonably withheld or delayed) and who has specialised in relevant Tax matters for a minimum of ten years that the appeal has a reasonable chance of success; 5.2.2 the Seller shall keep the Seller Buyer and the Company fully informed as to the progress and consequences of such actionaction and shall consult with the Buyer and the Company as to the action to be taken; 5.2.3 the Seller shall make no settlement or compromise of the relevant Tax Liability which is likely to affect materially the future Tax of the Company or of the Buyer without the prior approval of the Company or the Buyer (as may be appropriate); and 6.2.2 5.2.4 no material communication (written or otherwise) pertaining to the Tax Demand shall be sent to the relevant Tax Authority without having first been approved by the Seller Buyer (such approval not to be unreasonably withheld or delayed). 6.3 5.3 The Buyer or the Company shall, without reference to the Seller, be entitled to admit, compromise, settle, discharge or otherwise deal with a Tax Demand on such terms as it may, in its absolute discretion, think fit and without prejudice to any right or remedy under this schedule or this Agreement: 6.3.1 5.3.1 if the Seller has not made the request and provided the indemnity and security referred to in paragraph 6.2 5.2 of this part 4 by the earlier of the following dates: 6.3.1.1 5.3.1.1 the date being twenty fifteen Business Days after the date on which notice of the Tax Demand, served Demand was given pursuant to paragraph 6.1 5.1 or notice of this part 4, is received by the Tax Demand came to the attention of the Seller; and 6.3.1.2 5.3.1.2 the date being five Business Days prior to the last date on which an appeal may be made against the Tax Liability to which the Tax Demand relates provided that the Seller has had at least ten five Business Days’ notice of the Tax Demand; 6.3.2 5.3.2 if written notice is served on the Company or the Buyer by the Seller to the effect that it considers the Tax Demand should no longer be resisted; or; 6.3.3 5.3.3 if within the period of ten Business Days following the service of a written notice by the Buyer on the Seller requiring the Seller to clarify or explain the terms of any request made under paragraph 5.2 of this part 4, no reasonably satisfactory written clarification or explanation is received by the Buyer within that period; 5.3.4 upon the expiry of any period prescribed by applicable legislation for the making of an appeal against either the Tax Demand in question or the decision of any court or tribunal in respect of any such Tax Demand, as the case may be.; 6.4 The Buyer will not be required to take or procure 5.3.5 if a Tax Authority alleges that while the Company will take was under the control of the Seller there was any action mentioned act or failure to act by the Company or the Seller in paragraph 6.2:connection with the Tax Liability which constitutes fraud; 6.4.1 which 5.3.6 if the Seller commits any irremediable breach of their obligations referred to in paragraphs 5.2.2, 5.2.3 or 5.2.4 of this part 4; or 5.3.7 if the Seller commits any remediable breach of their obligations referred to in paragraphs 5.2.2, 5.2.3 or 5.2.4 of this part 4 and fail to remedy such breach within five Business Days following the service on the Seller of a written notice by the Buyer specifying the breach and requiring it considers to be materially prejudicial to the Taxation affairs of the Company, the Buyer or any other member of the Buyer’s Group; or; 6.4.2 which involves contesting a Tax Demand beyond the first appellate body (excluding the Taxation Authority which has made the Tax Demand) in the jurisdiction concerned unless the Seller obtains (at the Seller’s cost and expense) the opinion of tax counsel of at least five years’ call that it is reasonable in all circumstances to make such an appealremedied.