Notice and Proceedings. (a) Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to promptly notify the Company of such Proceeding. (b) The Company will have the option to represent itself in any Proceeding, at its own expense and using advisors of the Company’s choice. (c) Each Shareholder shall cooperate fully with the Company in any Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at its own expense. (d) Breach by any Shareholder of any of the provisions of this Section 3.01 will terminate the Company’s obligation to make payments to such Shareholder under Article II, to the extent any such breach materially prejudices the result of any Proceeding.
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Samples: Tax Indemnification Agreement, Tax Indemnification Agreement (Fresh Market, Inc.), Tax Indemnification Agreement (Fresh Market, Inc.)
Notice and Proceedings. (a) Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to promptly notify the Company of such Proceeding.
(b) . The Company will have the option to represent itself in any Proceeding, at its own expense and using advisors of the Company’s choice.
(cb) Each Shareholder shall cooperate fully with the Company in any Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at its own expense.
(dc) Breach by any Shareholder of any of the provisions of this Section 3.01 4.01 will terminate the Company’s obligation to make payments to such Shareholder under Article II, to the extent any such breach materially prejudices the result of any Proceeding.
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Samples: S Corporation Revocation, Tax Allocation and Indemnification Agreement (Independent Bank Group Inc)
Notice and Proceedings. (a) Any Shareholder that believes it may be entitled to a payment under this Agreement as a result of a Proceeding shall use reasonable efforts to promptly notify the Company of such Proceeding.
(b) . The Company will have the option to represent itself in any Proceeding, at its own expense and using advisors of the Company’s choice.
(c) . Each Shareholder shall cooperate fully with the Company in any Proceeding and shall have the right, but not the obligation, to participate in such Proceeding at its own expense.
(d) . Breach by any Shareholder of any of the provisions of this Section 3.01 4.01 will terminate the Company’s obligation to make payments to such Shareholder under Article II, to the extent any such breach materially prejudices the result of any Proceeding.
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