Common use of Contest Provisions Clause in Contracts

Contest Provisions. (i) Buyer shall notify Sellers in writing upon receipt by Buyer or any of Buyer’s Affiliate, or, after the Closing Date, the Targets, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilities.

Contest Provisions. (i) Buyer shall notify Sellers Seller in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the Targets, Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Pre-Closing Date or to any Straddle Tax Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ Seller’s ability to contest any such Tax liabilities.

Contest Provisions. (i) Buyer shall promptly notify Sellers Seller in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, or, after its Affiliates or the Closing Date, the Targets, Company of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments relating affecting or which might reasonably be expected to any taxable period ending on or before affect the Closing Date or Tax liabilities for which Parent and Seller may be liable pursuant to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilitiesSection 7.1.

Contest Provisions. (i) Buyer shall promptly notify Sellers Seller in writing upon receipt by Buyer Buyer, any of its Affiliates, either of the Companies or any of Buyer’s Affiliate, or, after the Closing Date, the Targets, Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments relating which might affect the Tax liabilities for which Seller may be liable pursuant to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilitiesSection 7.2.

Contest Provisions. (i) Buyer shall promptly notify Sellers Seller in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, or, after its Affiliates or the Closing Date, the Targets, Companies of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments relating which might affect the Tax liabilities for which Seller may be liable pursuant to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilitiesSection 7.2.

Contest Provisions. (i) Buyer shall promptly notify Sellers in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, or, after the Closing Date, the Targets, its Affiliates or Foremost of notice of any pending or threatened federal, state, local or foreign Tax income or franchise tax audits or assessments relating which may affect the tax liabilities of Foremost for which Sellers would be required to any taxable period ending on or before the Closing Date or indemnify Buyer pursuant to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilitiessubsection (a).

Contest Provisions. (i) Buyer shall notify Sellers Seller Representative in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the TargetsCompany or any Subsidiary, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Pre-Closing Date Taxer Period or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilities.

Contest Provisions. (i) Buyer shall notify Sellers the Seller Representative in writing upon receipt by Buyer or Bxxxx, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the Targets, Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or Taxes for which Sellers are liable pursuant to any Straddle Periodthis Agreement; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilities.

Contest Provisions. (ia) Buyer Purchaser shall notify Sellers the Sellers’ Agent in writing upon receipt by Buyer or Purchaser, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the Targets, Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect BuyerPurchaser’s right to indemnification under this Agreement except to the extent such failure materially impairs the Sellers’ ability to contest any such Tax liabilities.

Contest Provisions. (i) Buyer or its Affiliate shall promptly notify Sellers Seller in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the Targets, Company Group of written notice of any pending or threatened U.S. federal, state, provincial, local or foreign non-U.S. Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure Period or relating to comply with a Tax for which Seller may be liable pursuant to this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilitiesAgreement.

Contest Provisions. (i) Buyer shall promptly notify Sellers Seller in writing upon receipt by Buyer Buyer, any of its Affiliates, or any of Buyer’s Affiliate, or, after the Closing Date, the Targets, Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments relating which might affect the Tax liabilities for which Seller may be liable pursuant to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilitiesSection 8.1.

Contest Provisions. (i) Buyer Purchaser shall notify Sellers Sellers’ Representative in writing upon receipt by Buyer or Purchaser, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the Targets, any Company or any Company Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, provided that failure to comply with this provision shall not affect BuyerPurchaser’s right to indemnification under this Agreement except to the extent such failure Sellers are materially impairs Sellers’ ability to contest any such Tax liabilitiesprejudiced thereby.

Contest Provisions. (i) Buyer shall notify Sellers Seller in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the TargetsCompany or any Subsidiary, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Pre-Closing Date Taxer Period or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Period (a “Pre-Closing Tax liabilitiesContest”).

Contest Provisions. (i) Buyer shall notify Sellers Seller in writing upon receipt by Buyer or Buyer, any of Buyer’s Affiliate, its Affiliates or, after the Closing Date, the TargetsCompany, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such failure materially impairs Sellers’ ability to contest any such Tax liabilities.

Contest Provisions. (i) Buyer Buyers shall notify Sellers Sellers’ Representative in writing upon receipt by Buyer or Buyers, any of Buyer’s Affiliate, their Affiliates or, after the Closing Date, the Targets, an Acquired Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s Buyers’ right to indemnification under this Agreement except to the extent such failure materially impairs the Sellers’ ability to contest any such Tax liabilities.