Common use of Contest Provisions Clause in Contracts

Contest Provisions. If, subsequent to the Closing, Purchaser or any Acquired Company receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”) with respect to which Purchaser has a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller of such notice; provided, however, that any failure on the part of Purchaser to so notify Seller shall not limit any of the obligations of Seller under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written consent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. If, subsequent to the Closing, Purchaser or any Acquired Company receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”) with respect to which Purchaser has Indemnitees claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller Sellers of such notice; provided, however, that any failure on the part of Purchaser to so notify Seller Sellers shall not limit any of the obligations of Seller Sellers under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s a Sellers’ liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller Sellers reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller Sellers in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s Sellers’ indemnification obligations under this Agreement without Seller’s Sellers’ written consent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. If, subsequent to (i) Each party shall promptly notify the Closing, Purchaser or any Acquired Company receives other party in writing upon receipt of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) (a “Tax Contest Claim”); provided, that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder unless such failure materially prejudices the rights of Seller. (ii) Seller shall have the right to represent the Company and its Subsidiary with respect to any Tax Return for a Pre-Closing Tax Period Claim; provided, that (a “Pre-Closing Return”A) Seller shall keep Buyer reasonably informed and consult in good faith with Buyer and its tax advisors with respect to which Purchaser has a right any issue relating to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller of such noticeTax Claims; provided, however, that any failure on the part of Purchaser to so notify (B) Seller shall not limit provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with a copy of any written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the obligations consent of Seller under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written consentBuyer, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding conditioned or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Returndelayed.

Contest Provisions. If(i) Buyer shall promptly, subsequent to the Closingbut in no event more than [*] days following Buyer’s receipt of notice, Purchaser notify Seller in writing upon receipt by Buyer or any Acquired Company receives of its Affiliates of notice of a any pending or threatened tax audits, assessments, disputes or proceedings (“Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing ReturnProceedings”) with respect to that may affect the Tax liabilities of the Company for which Purchaser has a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller of such noticewould be liable hereunder; provided, however, that any failure on the part of Purchaser to so notify Seller comply with this provision shall not limit any of the obligations of Seller under Article 10 (affect Buyer’s rights hereunder, except to the extent that Seller is prejudiced by such failure materially prejudices the defense of such failure. (ii) Buyer shall take all reasonable steps necessary to conduct any Tax Contest or materially increases the Proceedings relating to any claim relating to Taxes for which Seller may be liable hereunder diligently and in good faith, using commercially reasonable efforts to minimize Seller’s liability)liability hereunder. Purchaser Seller shall have the right be entitled to participate in and control at its own expense the conduct and or resolution of such any Tax ContestProceedings relating to any claim relating to Taxes for which Seller may be liable hereunder. Neither Buyer nor the Company may agree to settle, provided that Purchaser shall keep compromise or offer to settle or compromise any Tax claim for which Seller reasonably informed may be liable hereunder without the prior written consent of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written consent, (which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding withheld or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Returndelayed).

Contest Provisions. If(a) If a claim shall be made by any Taxing Authority or Governmental Authority, subsequent that, if successful, might result in a payment on behalf of Seller Parent to Purchaser under Section 10.2 in respect of Taxes Purchaser shall promptly notify Seller Parent with such potential liability in writing (a “Tax Notice”) of such claim (a “Tax Claim”); provided that Purchaser’s failure to deliver such Tax Notice to Seller Parent shall not limit Purchaser’s rights under Section 10.2 except to the Closingextent Seller Parent is actually and materially prejudiced by such failure. (b) Seller Parent shall have the right, at the expense of Seller Parent, to control all proceedings in connection with any Tax Claim; provided that, (i) Seller Parent shall provide Purchaser with copies of all correspondence, notices and other written materials received from any Taxing Authorities and shall otherwise keep Purchaser and its tax advisors advised of developments in the audit or any Acquired Company receives notice dispute and of a Tax Contest communications involving representatives of the Taxing Authorities, (ii) Seller Parent shall keep Purchaser reasonably informed and consult seriously and in good faith with Purchaser and its tax advisors with respect to any Tax Return for issue relating to such audit or dispute, (iii) Seller Parent shall provide Purchaser with a Pre-Closing Tax Period (copy of any written submission to be sent to a “Pre-Closing Return”) Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Purchaser or its tax advisors may have with respect to which Purchaser has a right to indemnification under this Agreementthereto, then within 10 days after receipt and (iv) there will be no settlement, resolution, or closing or other agreement with respect thereto without the consent of such notice, Purchaser shall notify Seller of such notice; provided, however, that any failure on the part of Purchaser to so notify Seller shall not limit any of the obligations of Seller under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written consentPurchaser, which consent shall will not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding conditioned or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Returndelayed.

Contest Provisions. If, subsequent to the Closing, Purchaser or any Acquired Company receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”) with respect to which Purchaser has Indemnitees claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser Purchasers shall notify Seller the Sellers of such notice; provided, however, that any failure on the part of Purchaser to so notify Seller the Sellers shall not limit any of the obligations of Seller the Sellers under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s Sellers’ liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller the Sellers reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller Sellers in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s Sellers’ indemnification obligations under this Agreement without Seller’s Sellers’ written consent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. If, subsequent to the Closing, Purchaser or any Acquired Company the Companies receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”) with respect to which Purchaser has Indemnified Parties claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller and the Companies of such notice; provided, however, that any failure on the part of Purchaser to so notify Seller and the Companies shall not limit any of the obligations of Seller under Article 10 7 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller and the Companies reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller and the Companies in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Sellerthe Companies’s indemnification obligations under this Agreement without Seller’s or the Companies’s written consent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. If, subsequent to the Closing, Purchaser or any Acquired Company receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”) with respect to which Purchaser has Indemnitees claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller of such notice; provided, however, that any failure on the part of Purchaser to so notify Seller shall not limit any of the obligations of Seller under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest or materially increases the Seller’s liability). Purchaser shall have the right to control the conduct and resolution of such Tax Contest, provided that Purchaser shall keep Seller reasonably informed of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with the conduct and resolution of such Tax Contest and Purchaser shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written consent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, other administrative proceeding or inquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.