Contests Related to Taxes. Each Party agrees to provide written notice to the other applicable Parties within fifteen (15) days of the receipt of any written notice by such Party of any Tax Action involving Taxes payable by or with respect to any Business Entity or otherwise with respect to the Business for any Pre-Closing Tax Period or Straddle Period (a “Tax Claim”). Amber GT Parent shall have the responsibility for, and the right to control, any Tax Claims that relate to a Pre-Closing Tax Period it elects to control by notice to the Company within fifteen (15) days after receipt of notice thereof from the Taxing Authority or pursuant to this Section 6.12(e); provided that (i) Amber GT Parent shall not settle or compromise any such Tax Claim without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the Company may participate in (but not control) any such defense and investigation at its sole cost and expense. The Company shall control all Tax Claims that relate to a Pre-Closing Tax Period that Amber GT Parent does not elect to control pursuant to this Section 6.12(e) and all Tax Claims that relate to a Straddle Period; provided that (i) the Company shall not settle or compromise any such Tax Claim that would reasonably be expected to materially increase Amber GT Parent’s Tax liability or indemnification obligations pursuant to this Agreement without the prior written consent of Amber GT Parent (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) Amber GT Parent may participate in (but not control) any such defense and investigation at its sole cost and expense.
Contests Related to Taxes. (a) After the Closing Date, Buyers agree to give written notice to Sellers’ Representative of the receipt of any written notice by Buyers or an Affiliate of Buyers (including, following the Closing, the Company Group) that involves the assertion of any Claim or the commencement of any audit, suit, action or Proceeding involving Taxes (collectively, a “Tax Claim”) that may impact Sellers within ten (10) days of receipt of such written notice.
Contests Related to Taxes. (a) With respect to any Tax period ending on or prior to the Closing Date in which the Partnership Tax Audit Rules apply to any member of the Company Group, unless otherwise agreed in writing by the Buyer, notwithstanding anything herein to the contrary, each member of the Company Group, as applicable, shall, to the extent permitted under applicable Law, make the election under Section 6226(a) of the Code (and any corresponding provision of state or local Law) with respect to the alternative to payment of imputed underpayment by any such member of the Company Group and the parties hereto shall take any other action such as filings, disclosures and notifications necessary to effectuate such election. The Buyer shall control the appointment and identity (including any changes) of the partnership representative (and of any designated individual) of any member of the Company Group for purposes of the Partnership Tax Audit Rules.
Contests Related to Taxes. Notwithstanding Section 9.5, in the event Buyer receives notice of a claim by a Governmental Authority in respect of Taxes of the Company or its Subsidiaries (other than Taxes imposed under any U.S. federal, state and local consolidated, affiliated, combined or similar Tax Returns that include Seller, the Company and the Company’s Subsidiaries) for any Tax period ending on or before the Closing Date (a “Tax Claim”), Buyer shall give written notice to Seller of such claim; provided, however, that the failure to give such notice shall not relieve Seller from any obligation under this Agreement unless Seller is actually - 70 -
Contests Related to Taxes. (a) Notwithstanding Article 10 hereof, each Party entitled to an indemnity payment with respect to Taxes pursuant to Article 10 (a “Tax Indemnified Party”) agrees to give written notice to the indemnifying party (the “Tax Indemnitor”) of the receipt of any written notice by the Tax Indemnified Party or an Affiliate of such Tax Indemnified Party (including, in the case where Parent is the Tax Indemnified Party, the Surviving Corporation or any of its Subsidiaries) which involves the assertion of any claim, or the commencement of any audit, suit, action or proceeding (collectively, a “Tax Claim”) in respect of which indemnity might be sought (an “Indemnifiable Tax”) within ten (10) days of such receipt or such earlier time as would allow the Tax Indemnitor to timely respond to such Tax Claim. The Tax Indemnified Party shall give the Tax Indemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request.
Contests Related to Taxes. (a) Buyer agrees to give written notice to Seller of the receipt of any written notice by Buyer or an Affiliate of Buyer (including the Acquired Companies) which involves the assertion or commencement of any audit, assessment or other Claim involving Taxes (any such audit, assessment or other Claim, a "Tax Claim") for a Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period), or in respect of which indemnity may be sought pursuant to this Agreement, within ten (10) Business Days of such receipt of such written notice.
Contests Related to Taxes. (a) Notwithstanding anything to the contrary in Section 9.04, if, after the Closing Date, a party entitled to indemnification for Taxes hereunder receives notice of any audit, demand, claim, proposed adjustment, assessment, examination or other administrative or court proceeding (a “Tax Claim”) with respect to such indemnified Taxes (in whole or in part), such party shall supply a copy of such document to the potentially indemnifying party within seven (7) days of receipt. Any information provided or obtained under this paragraph shall be kept confidential, except as may otherwise be necessary in connection with the filing of a Tax Return, refund claims, or any Tax Claim, or as required by applicable Law.
Contests Related to Taxes. (a) Buyer (or at the election of Buyer, Buyer’s designee) shall have the right to, at its sole cost and expense, represent the interests of the Company in all Claims or Proceedings in respect of Taxes of the Company, other than Claims or Proceedings described in Section 5.3(c); provided, however, that Stockholder Representative shall be permitted, at the cost and expense of the Company Holders, to be present at, and participate in, the portion of any such Claims or Proceedings relating to Pre-Closing Taxes for which the Stockholder Indemnitors may be liable under this Agreement (a “Stockholders’ Tax Claim”).
Contests Related to Taxes. (a) Notwithstanding anything to the contrary in Section 7.4, if, after the Closing Date, a Party receives notice of any audit, demand, claim, proposed adjustment, assessment, examination or other administrative or court proceeding (a “Tax Claim”) with respect (in whole or in part) to any Indemnified Taxes, such Party shall provide a copy of such document to the potentially indemnifying Party within twenty (20) days of receipt; provided, however, that no failure or delay on the part of the Party entitled to indemnification to give such notice shall reduce or otherwise affect the obligations or liabilities of the indemnifying Party hereunder except to the extent the indemnifying Party is actually and materially prejudiced by such failure or delay. Any information provided or obtained under this paragraph shall be kept confidential, except as may otherwise be necessary in connection with the filing of a Tax Return, refund claims, or any Tax Claim, or as required by applicable Law.
Contests Related to Taxes. (a) Notwithstanding ARTICLE IX hereof, each party entitled to an indemnity payment with respect to Taxes pursuant to ARTICLE IX (a "Tax Indemnified Party") agrees to give written notice to the indemnifying party (the "Tax Indemnitor") of the receipt of any written notice by the Tax Indemnified Party or an Affiliate of such Tax Indemnified Party (including, in the case where Purchaser is the Tax Indemnified Party, Holdings or any of its Subsidiaries) which involves the assertion of any claim, or the commencement of any audit, suit, action or proceeding (collectively, a "Tax Claim") in respect of which indemnity may be sought (an "Indemnifiable Tax") within thirty (30) days of such receipt. Failure to provide written notice does not eliminate the obligation of the Tax Indemnitor except to the extent such failure has prejudiced the Tax Indemnitor's ability to protest the claim. The Tax Indemnified Party shall give the Tax Indemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request.
