Common use of Defense of Tax Claims Clause in Contracts

Defense of Tax Claims. The Indemnifying Party may elect to control, and may elect to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action with respect to a Tax controversy for which it would be required to indemnify the other party if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding and agrees in writing to indemnify, defend and hold harmless the Indemnitee from and against and in respect of any such Taxes without regard for the limitations set forth in Section 9.3 (any such Tax controversy, a “Directed Tax Controversy”). The Indemnifying Party shall not compromise or settle any proceeding with respect to a Tax controversy without obtaining the Indemnitee’s prior written consent if such compromise or settlement would have the effect of increasing any Tax liability of the Company or otherwise adversely affecting any Tax attribute of the Company, in each case for any taxable period ending after the Closing Date. If the Indemnifying Party chooses to cause a Tax controversy to become a Directed Tax Controversy in accordance with the first sentence of this Section 9.4(c), the Indemnitee shall cause to be delivered to the Indemnifying Party powers of attorney authorizing the Indemnifying Party to represent the Company before the relevant taxing authority and such other documents as are reasonably necessary for the Indemnifying Party to control the conduct of such Directed Tax Controversy, consistent with the terms of this Section 9.4(c). The parties shall jointly control, and shall each have the right to participate in all activities and strategic decisions with respect to, any Tax controversy that is not a Directed Tax Controversy. For all purposes under this Section 9.4, if the Indemnifying Party is deemed to be the Stockholders, then all notices to and from the Indemnifying Party shall be made to and from the Stockholder Representative, and all rights of the Indemnifying Party hereunder shall be held by the Stockholder Representative.

Defense of Tax Claims. The Indemnifying (a) Notwithstanding the foregoing terms of Section 9.2 to the contrary, in the event that any Governmental Authority informs Shareholder, on the one hand, or Purchaser, Holdings, the Company or any of the Subsidiaries, on the other hand, of any notice of a proposed audit or other dispute concerning an amount of Taxes with respect to which the other Party may elect incur liability hereunder, the Party so informed shall promptly notify the other Party of such matter. Such notice shall contain factual information (to control, the extent known) describing any asserted Tax liability in reasonable detail and may elect shall be accompanied by copies of any notice or other documents received from any Governmental Authority with respect to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action such matter. If an Indemnified Party has actual knowledge of an asserted Tax liability with respect to a Tax controversy matter for which it would may be required indemnified hereunder and such Party fails to indemnify the other party if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding and agrees in writing to indemnify, defend and hold harmless the Indemnitee from and against and in respect of any such Taxes without regard for the limitations set forth in Section 9.3 (any such Tax controversy, a “Directed Tax Controversy”). The Indemnifying Party shall not compromise or settle any proceeding with respect to a Tax controversy without obtaining the Indemnitee’s prior written consent if such compromise or settlement would have the effect of increasing any Tax liability of the Company or otherwise adversely affecting any Tax attribute of the Company, in each case for any taxable period ending after the Closing Date. If provide the Indemnifying Party chooses to cause a Tax controversy to become a Directed Tax Controversy in accordance with the first sentence of this Section 9.4(c), the Indemnitee shall cause to be delivered to the Indemnifying Party powers of attorney authorizing the Indemnifying Party to represent the Company before the relevant taxing authority and such other documents as are reasonably necessary for the Indemnifying Party to control the conduct prompt notice of such Directed asserted Tax Controversyliability, consistent with the terms of this Section 9.4(c). The parties shall jointly control, and shall each have the right to participate in all activities and strategic decisions with respect to, any Tax controversy that is not a Directed Tax Controversy. For all purposes under this Section 9.4, then (i) if the Indemnifying Party is deemed entirely foreclosed from contesting the asserted Tax liability solely as a result of the failure to be the Stockholdersgive prompt notice, then all notices to and from the Indemnifying Party shall be made have no obligation to and from indemnify the Stockholder RepresentativeIndemnified Party for Taxes or Losses arising out of such asserted Tax liability, and all rights of (ii) if the Indemnifying Party hereunder is not entirely foreclosed from contesting the asserted Tax liability, but such failure to provide prompt notice results in any incremental Losses or any incremental monetary detriment to the Indemnifying Party, then any amount which the Indemnifying Party is otherwise obligated to pay the Indemnified Party pursuant to this Agreement shall be held reduced by the Stockholder Representativeamount of such incremental detriment.

Defense of Tax Claims. The Parent or its Affiliates shall promptly notify the Member Representative in writing of the commencement of any audit or examination of any Tax Return of Holdings or the Company for any Taxable year or period ending on or before the Closing Date and any other proposed change or adjustment, claim, dispute, arbitration or litigation that, if sustained, would reasonably be expected to give rise to a claim for indemnification in respect of Taxes by the Parent under this Agreement (a “Tax Claim”); provided that failure to notify the Member Representative will not relieve the Indemnifying Party may elect to control, and may elect to have sole discretion in handling, settling or contesting of any audit inquiry, information request, audit proceeding, suit, contest or any other action with respect to a Tax controversy for which it would be required to indemnify the other party if it acknowledges in writing liability that it has sole liability for may have to any Taxes Indemnified Party, except to the extent that might arise the Member Representative or the Indemnifying Party demonstrates that the defense of the Tax Claim is prejudiced by the failure to give such notice. Such notice shall describe the asserted Tax Claim in such proceeding reasonable detail and agrees in writing to indemnify, defend shall include copies of any notices and hold harmless the Indemnitee other documents received from and against and any Taxing Authority in respect of any such Taxes without regard for the limitations set forth in Section 9.3 (any such asserted Tax controversy, a “Directed Tax Controversy”)Claim. The Indemnifying Party Member Representative shall not compromise or settle any proceeding with respect to a Tax controversy without obtaining the Indemnitee’s prior written consent if such compromise or settlement would have the effect of increasing any Tax liability of the Company or otherwise adversely affecting any Tax attribute of the Company, in each case for any taxable period ending after the Closing Date. If the Indemnifying Party chooses to cause a Tax controversy to become a Directed Tax Controversy in accordance with the first sentence of this Section 9.4(c), the Indemnitee shall cause to be delivered to the Indemnifying Party powers of attorney authorizing the Indemnifying Party to represent the Company before the relevant taxing authority and such other documents as are reasonably necessary for the Indemnifying Party to control the conduct of such Directed Tax Controversy, consistent with the terms of this Section 9.4(c). The parties shall jointly control, and shall each have the right to control any Tax Claims in the Tax audit or examination state; provided, however, that the Member Representative shall inform the Parent of the status and progress of such Tax audit or examination and shall allow the Parent to actively participate in all activities the audit or examination at its own expense, including allowing the Parent and strategic decisions its representatives a reasonable opportunity to review and comment on any legal submissions before submission or other written legal responses in connection with respect tosuch audit or examination. If a Tax Claim relating solely to a Taxable year or period ending on or before the Closing Date is not settled at the Tax audit or examination stage, the Member Representative shall have the right to control any further contest of such Tax Claim, and, if it exercises such right, shall bear the expenses relating thereto; provided, however, that the Parent will have the opportunity to participate in any such contest at its expense. Notwithstanding the foregoing, the Member Representative shall not have the right to control any Tax controversy Claim if there is a reasonable likelihood that (i) the amount of such Tax Claim could exceed the remaining amount in the Warranty Escrow Fund or (ii) any issue raised by such Tax Claim could have a material effect on any Poco Company, in a post-Closing Tax period. The Member Representative may not settle any Tax Claim (either at the audit or examination stage or thereafter) without first obtaining the Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed. The Parent shall control any audit, examination or proceeding, or portion thereof, that is not a Directed Tax Controversy. For all purposes under otherwise covered by this Section 9.4, if the Indemnifying Party is deemed to be the Stockholders, then all notices to and from the Indemnifying Party shall be made to and from the Stockholder Representative, and all rights of the Indemnifying Party hereunder shall be held by the Stockholder Representative13.10.

Defense of Tax Claims. The Indemnified Party shall take such action in contesting such claim or demand as the Indemnifying Party Parties may elect to control, and may elect to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceedingincluding appeals, suitprovided the Indemnified Party has not received a written opinion of independent tax counsel, contest or any other action with respect to a Tax controversy for which it would be required to indemnify selected by the other party if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding Indemnified Party and agrees in writing to indemnify, defend and hold harmless the Indemnitee from and against and in respect of any such Taxes without regard for the limitations set forth in Section 9.3 (any such Tax controversy, a “Directed Tax Controversy”). The Indemnifying Party shall not compromise or settle any proceeding with respect to a Tax controversy without obtaining the Indemnitee’s prior written consent if such compromise or settlement would have the effect of increasing any Tax liability of the Company or otherwise adversely affecting any Tax attribute of the Company, in each case for any taxable period ending after the Closing Date. If the Indemnifying Party chooses to cause a Tax controversy to become a Directed Tax Controversy in accordance with the first sentence of this Section 9.4(c), the Indemnitee shall cause to be delivered reasonably satisfactory to the Indemnifying Party powers of attorney authorizing that there is no reasonable basis for the contest and the Indemnifying Party agrees to represent pay the Company before Indemnified Party's costs of pursuing the relevant taxing authority and such contest. The Indemnifying Parties may, at their own expense, elect to assume the defense of any claim, suit, action, litigation or other documents as are reasonably necessary proceeding (including any Tax audit) for Taxes in respect of which indemnity may be sought against the Indemnifying Parties pursuant to this Agreement (collectively, a "Tax Claim"): and, as between the Indemnified Party and the Indemnifying Parties, the Indemnifying Parties shall determine whether and in what manner to defend such Tax Claim and shall otherwise control the conduct all aspects of any defense of such Directed Tax Controversy, consistent with the terms of this Section 9.4(c). The parties shall jointly control, and shall each have the right to participate in all activities and strategic decisions with respect to, any Tax controversy that is not a Directed Tax Controversy. For all purposes under this Section 9.4Claim; provided that, if the Indemnifying Party is deemed elects to assume the defense of a Tax Claim, it shall retain counsel reasonably satisfactory to the Indemnified Party; that in the event that the Indemnified Party has been advised by independent counsel that having common counsel would present a conflict of interest or preclude the Indemnified Party from making certain legal defenses, then the Indemnified Party may retain separate counsel to defend it against the Tax Claim at the Indemnifying Parties' expense. Subject to the immediately preceding sentence, if the Indemnifying Parties elect to assume the defense of or otherwise participate in any such Tax Claim, each Party shall (i) cooperate in the defense or prosecution of any such Tax Claim, (ii) consult with and keep each other Party and its designated counsel reasonably informed with respect to such Tax Claim, (iii) fumish or cause to be fumished, records and information, or make employees available on a reasonable and mutually convenient basis to provide information as may be reasonably requested in connection therewith, and (iv) consider comments of and consult in good faith with each other Party; provided that nothing in this Section shall obligate a Party to disclose information that is subject to the Stockholders, then all notices attomey-client privilege. The Indemnified Party shall not settle any such Tax Claim or consent to the entry of any judgment with respect to Taxes indemnified hereunder without prior written notice to and from the Indemnifying Party shall be made to and from the Stockholder Representative, and all rights consent of the Indemnifying Party hereunder shall be held by the Stockholder RepresentativeParties.