Common use of Contests Related to Taxes Clause in Contracts

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. Each Party agrees to provide written Notwithstanding Section 9.5, in the event Buyer receives notice to the other applicable Parties within fifteen (15) days of a claim by a Governmental Authority in respect of Taxes of the receipt of Company or Abacus (other than Taxes imposed under any written notice by such Party of U.S. federal, state and local consolidated, affiliated, combined or similar Tax Returns that include Parent, the Company and Abacus) for any Tax Action involving Taxes payable by period ending on or with respect to any Business Entity or otherwise with respect to before the Business for any Pre-Closing Tax Period or Straddle Period Date (a “Tax Claim”), Buyer shall give written notice to Parent of such claim; provided, however, that the failure to give such notice shall not relieve Parent from any obligation under this Agreement unless Parent is actually harmed by such failure. Amber GT Parent shall have the responsibility for, and the right to control, defend any Tax Claims that relate to a Pre-Closing Tax Period it elects to control by Claim for which Parent would have an indemnification obligation hereunder so long as (i) Parent gives written notice to the Company Buyer within fifteen (15) days Business Days after receipt Buyer has given written notice of notice thereof from the Taxing Tax Claim, and (ii) Parent conducts the defense of the Tax Claim actively and diligently. Buyer may retain separate co-counsel at its sole cost and expense and consult in the defense of the Tax Claim. Buyer shall also be permitted to receive copies of any pleadings, correspondence with the Governmental Authority or pursuant any Court handling the Tax Claim, and other documents filed with the Governmental Authority or such Court as Buyer may reasonably request related to the Tax Claim and to attend any and all meetings, hearings and proceedings concerning such Tax Claim. If Parent does not assume the defense of any Tax Claim (including if Parent does not deliver the notice required by this Section 6.12(e8.4); provided that (i) Amber GT Parent shall not settle or compromise any , Buyer may defend such Tax Claim at the sole cost and expense of Parent. In any such case, Buyer will not consent to a settlement of, or the entry of any judgment arising from, any such 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 ). If Parent may participate in (but not control) conducts the defense of a Tax Claim, Parent will keep Buyer reasonably informed as to the status of such Tax Claim, including all compromise or settlement offers. Parent shall consult with Buyer prior to the settlement of any such defense Tax Claim and investigation at shall obtain the prior written consent of Buyer prior to the settlement of any such Tax Claim that would adversely affect Buyer or its sole cost and expenseAffiliates in any taxable period ending after the Closing Date (such consent not to be unreasonably withheld, conditioned or delayed).

Contests Related to Taxes. Each Party agrees to provide written notice (a) Notwithstanding anything to the other applicable Parties within fifteen (15) days of contrary in Section 7.4, if, after the receipt Closing Date, a Party receives notice of any written notice by such Party of any Tax Action involving Taxes payable by audit, demand, claim, proposed adjustment, assessment, examination or with respect to any Business Entity other administrative or otherwise with respect to the Business for any Pre-Closing Tax Period or Straddle Period 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. Amber GT 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. (b) Except as otherwise provided in Section 8.4(c) with respect to Tax Claims relating to a Flow-Through Tax Return, Parent or Buyer shall have the responsibility for, and the sole right to control, control the conduct and resolution of any Tax Claims that relate Claim of any Acquired Entity; provided, however, that, in the case of a Tax Claim (or any portion thereof) relating to a Pre-any taxable period beginning before the Closing Date of any Acquired Entity for which the resolution thereof could reasonably be expected to result in an Indemnified Tax Period it elects to control by notice to for which the Company within fifteen (15) days after receipt of notice thereof from the Taxing Authority or pursuant to this Seller Parties are liable under Section 6.12(e7.2(a)(iii); provided that , (i) Amber GT Holdings may, at the expense of the Seller Parties, participate in the defense of any such Tax Claim and (ii) Parent shall not, and shall not allow the Acquired Entity to, settle or compromise otherwise resolve any such Tax Claim without the prior written consent of the Company Holdings (such which consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned) and (ii) the Company may participate in (but not control) any if 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 settlement or compromise any such Tax Claim that would other resolution could reasonably be expected to materially increase Amber GT Parent’s the Tax liability of the Seller Parties or indemnification obligations pursuant any of its Affiliates for any Pre-Closing Tax Period. (c) With respect to this Agreement any Tax Claims relating to a Flow-Through Tax Return, Holdings shall have the sole right to control the conduct and resolution of any such Tax Claim of any Acquired Entity; provided, however, that, in the case of a Tax Claim (or any portion thereof) relating a Flow-Through Tax Return for which an election under Section 6221(b) or 6226 of the Code (and any similar or analogous election under state or local Tax Law) is not available or the resolution thereof could reasonably be expected to adversely affect the Tax liability of Parent, Buyer or any of their Affiliates after the Closing, (i) Holdings shall keep Parent reasonably informed regarding the status of such Tax Claim, (ii) Holdings shall control such Tax Claim diligently and in good faith as if it were the only party in interest in connection with such Tax Claim, and (iii) Holdings shall not, and shall not allow the Acquired Entity or any of its Affiliates to, settle or otherwise resolve any such Tax Claim without the prior written consent of Amber GT Parent (such which consent shall not to be unreasonably withheld, conditioned delayed or delayed) and (ii) Amber GT Parent may participate in (but not control) any such defense and investigation at its sole cost and expenseconditioned).

Contests Related to Taxes. Each Party (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. (b) Notwithstanding anything to the contrary in Section 9.3 or Section 9.4, the Buyer or its designee shall have the right, at the expense of the Company, to represent the interests of the members of the Company Group in all Tax claims, audits, suits, actions or Proceedings with respect to any member of the Company Group; provided, however, that the Buyer agrees to provide provide, or cause to be provided, written notice to the other applicable Parties within fifteen (15) days Seller of the receipt of any written notice by such Party the Buyer or an Affiliate of the Buyer (including, following the Closing, the Company) which involves the assertion of any Tax Action Claim, or the commencement of any audit, suit, action or Proceeding involving Taxes payable by or with respect to any Business Entity or otherwise with respect to the Business for any a Pre-Closing Tax Period or Straddle Period (a “Tax Claim”)for which Seller had an indemnity obligation under this Agreement. Amber GT Parent The Seller, at its own cost and expense, shall have the responsibility for, and the right to participate in, but not 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 defense 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 claim, audit, suit, action or Proceeding and any such matter shall not be settled or compromised without the Seller’s prior written consent of the Company (such consent consent, which shall not to be unreasonably withheld, conditioned or delayed. (c) This Section 8.5, and (ii) the Company may participate in (but not control) any such defense and investigation at its sole cost and expense. The Company Section 9.3 or Section 9.4, shall control all with respect to 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 expenseclaims.

Contests Related to Taxes. Each (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 provide give written notice to the other applicable Parties within fifteen indemnifying party (15the “Tax Indemnitor”) days 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 Tax Action involving Taxes payable by claim, or with respect to the commencement of any Business Entity audit, suit, action or otherwise with respect to the Business for any Pre-Closing Tax Period or Straddle Period 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. Amber GT Parent The Tax Indemnified Party shall have give the responsibility forTax Indemnitor such information with respect to the Tax Claim as the Tax Indemnitor may reasonably request. (b) The Tax Indemnitor may, and the right to controlat its own expense, any Tax Claims that relate to a Pre-Closing Tax Period it elects to control by participate in and, upon notice to the Company within fifteen (15) days after receipt Tax Indemnified Party, assume control 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 defense of any such Tax Claim in respect of an Indemnifiable Tax. If the Tax Indemnitor so assumes control it shall have the exclusive power to contest or settle the Tax Claim in respect of any Indemnifiable Tax and determine the manner in which the contest or settlement occurs. Notwithstanding the foregoing sentence, the Tax Indemnified Party may, by delivering written notice thereof to the Representative, elect to cause all, but not less than all, of the following to occur: (i) any right or power of the Tax Indemnitor to contest or settle the Tax Claim shall terminate, (ii) such Tax Claim for an Indemnifiable Tax shall cease to be an Indemnifiable Tax and each of the Securityholders shall be irrevocably released by each of the Tax Indemnified Parties from any liability for such Tax Claim, and (iii) each of the Securityholders shall be irrevocably released by each of the Tax Indemnified Parties for any claims for increased Taxes in any other Tax period arising out of the final treatment of such issue in the examination, audit or other proceeding in which the right to contest or settle of the Tax Indemnitor has been terminated under clause (i), to the extent such treatment is different than that sought by the Tax Indemnitor at the time its right to settle or contest the Tax Claim has been terminated. Immediately upon delivery of such notice by the Tax Indemnified Party and without further action, the conditions set forth in items (i) through (iii) of the immediately preceding sentence shall be legally effective. (c) In no case shall a Tax Indemnified Party settle or otherwise compromise a Tax Claim in respect of an Indemnifiable Tax without the Tax Indemnitor’s prior written consent of the Company (such which consent shall not to be unreasonably withheld), conditioned or delayed) and (ii) unless 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 Indemnified Party has previously given the notice to a Pre-Closing Tax Period that Amber GT Parent does not elect to control Indemnitor pursuant to this the last sentence of 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 expense11.4(b).