Common use of INDEMNIFIED CLAIMS IN GENERAL Clause in Contracts

INDEMNIFIED CLAIMS IN GENERAL. Spinco and NSI-Del shall promptly notify the other in writing prior to the issuance of an actual notice of assessment by the relevant Taxing Authority (for example, if by the IRS, prior to the issuance of a Form 5701 Notice of Proposed Adjustment) of any proposed adjustment to a Tax Return that may result in liability of the other party (the "Indemnitor") under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period), the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and shall permit the other party to participate in the proceeding at its own expense, provided, however, that the failure of the Controlling Party to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the Indemnitor shall pay its pro rata share (based on its share of liability resulting from the Final Determination) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.

INDEMNIFIED CLAIMS IN GENERAL. Spinco and NSI-Del Titan or SureBeam shall promptly notify the other in writing prior to upon the issuance receipt of an actual oral or written notice of assessment by the from any relevant Taxing Authority (for example, if by the IRS, prior to the issuance of a Form 5701 Notice of Proposed Adjustment) authority of any proposed adjustment to a Tax Return that may result in liability of the other party (the "“Indemnitor"”) under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period)Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and and, subject to additional rights of the Indemnitor in certain circumstances under Section 5.3 of this Agreement, shall permit the other party Indemnitor to participate in the proceeding at its the Indemnitor’s own expense, ; provided, however, that the failure of Controlling Party shall not be required to indemnify the Indemnitor if the Controlling Party fails to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder , unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the The Indemnitor shall pay its pro rata share all (or, in the case of Restructuring Taxes for which liability is shared under Section 3.4(a) of this Agreement, a portion based on its the Indemnitor’s share of liability resulting from the Final Determinationsuch Restructuring Taxes) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.

INDEMNIFIED CLAIMS IN GENERAL. Spinco SpinCo and NSI-Del Parent shall promptly notify the other in writing prior to the issuance of an actual notice of assessment by the relevant Taxing Authority (for example, if by the IRS, prior to the issuance of a Form 5701 Notice of Proposed Adjustment) of any proposed adjustment to a Tax Return that may result in liability of the other party (the "Indemnitor") under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period)Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and shall permit the other party to participate in the proceeding at its own expense, provided, however, that the failure of the Controlling Party to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the Indemnitor shall pay its pro rata share (based on its share of liability resulting from the Final Determination) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.

INDEMNIFIED CLAIMS IN GENERAL. Spinco and NSI-Del Parent shall promptly notify the other in writing prior to the issuance of an actual notice of assessment by the relevant Taxing Authority (for example, if by the IRS, prior to the issuance of a Form 5701 Notice of Proposed Adjustment) of any proposed adjustment to a Tax Return that may result in liability of the other party (the "Indemnitor") under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period), the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and shall permit the other party to participate in the proceeding at its own expense, provided, however, that the failure of the Controlling Party to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the Indemnitor shall pay its pro rata share (based on its share of liability resulting from the Final Determination) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.

INDEMNIFIED CLAIMS IN GENERAL. Spinco and NSI-Del TSC or eLoyalty shall promptly notify the other in writing prior to upon the issuance receipt of an actual notice of assessment by the relevant Taxing Authority (for example, if by the IRS, prior to the issuance of a Form 5701 Notice of Proposed Adjustment) authority of any proposed adjustment to a Tax Return that may result in liability of the other party (the "Indemnitor") under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period)Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and and, subject to additional rights of the Indemnitor in certain circumstances under Section 5.03 of this Agreement, shall permit the other party Indemnitor to participate in the proceeding at its the Indemnitor's own expense, ; provided, however, that the failure of Controlling Party shall not be required to indemnify the Indemnitor if the Controlling Party fails to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder , unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the The Indemnitor shall pay its pro rata share all (or, in the case of Restructuring Taxes for which liability is shared under Section 3.04(a) of this Agreement, a portion based on its the Indemnitor's share of liability resulting from the Final Determinationsuch Restructuring Taxes) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.

INDEMNIFIED CLAIMS IN GENERAL. Spinco and NSI-Del VIGC or VYGP shall promptly notify the other in writing prior to upon the issuance receipt of an actual notice of assessment by the relevant Taxing Authority (for example, if by the IRS, prior to the issuance of a Form 5701 Notice of Proposed Adjustment) authority of any proposed adjustment to a Tax Return that may result in liability of the other party (the "Indemnitor") under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period)Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and and, subject to additional rights of the Indemnitor in certain circumstances under Section 5.03 of this Agreement, shall permit the other party Indemnitor to participate in the proceeding at its the Indemnitor's own expense, ; provided, however, that the failure of Controlling Party shall not be required to indemnify the Indemnitor if the Controlling Party fails to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder , unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the The Indemnitor shall pay its pro rata share all (or, in the case of Restructuring Taxes for which liability is shared under Section 3.04(a) of this Agreement, a portion based on its the Indemnitor's share of liability resulting from the Final Determinationsuch Restructuring Taxes) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.

INDEMNIFIED CLAIMS IN GENERAL. Spinco and NSI-Del Aon or Combined Specialty shall promptly notify the other in writing prior to upon the issuance receipt of an actual notice of assessment by the relevant Taxing Authority (for example, if by the IRS, prior to the issuance authority of a Form 5701 Notice of Proposed Adjustment) of any proposed an adjustment to a Tax Return that may result in liability of the other party (the "IndemnitorINDEMNITOR") under this Agreement. If there is no Indemnitor other than the Controlling Party, Sections 5.02 and 5.03 are inapplicable and Section 5.01 shall govern the rights of the parties with respect to the audit or proceeding. If the Indemnitor is not also the Controlling Party (as may be the case in the Stub Period)Party, the Controlling Party shall provide the Indemnitor with information about the nature and amounts of the proposed adjustments and and, subject to additional rights of the Indemnitor in certain circumstances under Section 5.03 of this Agreement, shall permit the other party Indemnitor to participate in the proceeding at its the Indemnitor's own expense, ; provided, however, that the failure of Controlling Party shall not be required to indemnify the Indemnitor if the Controlling Party fails to notify or provide such information to the Indemnitor shall not affect the Indemnitor's indemnity obligations hereunder , unless and to the extent the Indemnitor is materially prejudiced thereby. Upon a Final Determination of the assessment or proposed adjustment, the The Indemnitor shall pay its pro rata share all (or, in the case of Restructuring Taxes for which liability is shared under Section 3.04(a) of this Agreement, a portion based on its the Indemnitor's share of liability resulting from the Final Determinationsuch Restructuring Taxes) of all reasonable expenses (including, but not limited to, legal and accounting fees) incurred by the Controlling Party in connection with the assessment or proposed adjustment within seven (7) days after a written request by the Controlling Party.