Later Imposed Withholding. (i)In the event that a Party (the “Paying Party”) does not withhold taxes from a payment due to the other Party (the “Recipient Party”) under this Agreement, and a governmental authority proposes to impose a liability in respect to withholding taxes in connection with such payment against the Paying Party (together with any penalties and interest imposed in connection therewith, a “Later Imposed Withholding”) the Paying Party shall promptly notify the Recipient Party of such proposal, forward any information received and shall cooperate with the Recipient Party in evaluating any such claim. If the Recipient Party chooses to contest any such claim, it shall control any such contest at its own expense. The Paying Party shall reasonably cooperate with any such contest, including facilitating the Recipient Party’s control thereof (e.g., by executing powers of attorney) and the Recipient Party shall reimburse the Paying Party for any reasonable out-of-pocket costs incurred in connection with such cooperation.
Later Imposed Withholding. In the event that Horizon does not withhold Taxes from a payment to the Company under this Agreement, and a Governmental Authority asserts that such payment was subject to withholding Taxes, the Company agrees to indemnify Horizon for any withholding Taxes imposed on Horizon with respect to such payments (the “Later Imposed Withholding”). At Horizon’s election, (a) Horizon may offset the amount of such Later Imposed Withholding from future payments due to the Company under this Agreement or the Asset Purchase Agreement, or (b) the Company shall pay the amount of such Later Imposed Withholding to Horizon promptly upon request. Promptly following Horizon withholding any Later Imposed Withholding or the Company remitting any Later Imposed Withholding to Horizon, Horizon will (i) pay to the relevant Governmental Authority the amount of such Later Imposed Withholding; and (ii) provide evidence of such payment to the Company on a reasonable and timely basis.
Later Imposed Withholding. In the event that Purchaser does not withhold Taxes from a payment to Seller under this Agreement, and a Governmental Authority asserts that such payment was subject to withholding Taxes, Seller agrees to indemnify Purchaser for any withholding Taxes imposed on Purchaser with respect to such payments (except as otherwise provided in Section 3.4 of this Agreement) (collectively “Later Imposed Withholding”). At Purchaser’s election, (1) Purchaser may offset the amount of such Later Imposed Withholding from future payments due to Seller under this Agreement, or (2) Seller shall pay the amount of such Later Imposed Withholding to Purchaser promptly upon request. Promptly following Purchaser withholding any Later Imposed Withholding or Seller remitting any Later Imposed Withholding to Purchaser, Purchaser will (i) pay to the relevant Governmental Authority the amount of such Later Imposed Withholding; and (ii) provide evidence of such payment to Seller on a reasonable and timely basis.
