Common use of Contest of Tax Claim; After-Tax Basis Clause in Contracts

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from Seller, APR or Parent under Section 13.01(a)(ix), such Indemnified Party shall give prompt and timely notice of such attempt to them and Seller, APR or Parent shall have the right, at their expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party ------------------------------------- shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from Seller, APR or Parent Seller under Section 13.01(a)(ix12.01(a)(ix), such Indemnified Party shall give prompt -------------------- and timely notice of such attempt to them Seller and Seller, APR or Parent Servicer and Seller and Servicer shall have the right, at their its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party ------------------------------------- shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from Seller, APR or Parent the Seller under Section 13.01(a)(ix), such Indemnified Party shall give prompt and timely notice -------------------- of such attempt to them and the Seller, APR or Parent and the Seller shall have the right, at their its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from SellerXxxxxx Receivables, APR LTR LLC, any Originator or Parent any Loan Party under Section 13.01(a)(ix13.1(a)(xi), such Indemnified Party shall give prompt and timely notice of such attempt to them the Borrower and Seller, APR or Parent the Borrower shall have the right, at their its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid taxes (including any deduction) and the receipt of the indemnity provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax tax, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.