Common use of Notice of Audit Clause in Contracts

Notice of Audit. If any party to the Agreement receives any written notice from any Taxing Authority proposing an adjustment to any Tax for which any other party hereto may be obligated to indemnify under this Agreement, such party shall give prompt written notice thereof to the others that describes such proposed adjustment in reasonable detail. The failure to give such notice shall eliminate the obligations of the other party hereunder, to the extent such failure materially prejudices the rights of the other party to contest such Tax.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Harte Hanks Communications Inc), Acquisition Agreement (Knight Ridder Inc)

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Notice of Audit. If any either party to the Agreement hereto receives any written notice from any Taxing Authority proposing an adjustment to any Tax for which any other party hereto may be obligated to indemnify under this Agreement, such party shall give prompt written notice thereof to the others other that describes such proposed adjustment in reasonable detail. The failure to give such notice shall eliminate the obligations of the other party hereunder, to the extent such failure materially prejudices the rights of the other party to contest such Tax.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aas Capital Corp)

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Notice of Audit. If any party to the Agreement receives any written notice from any Taxing Authority proposing an adjustment to any Tax for which any other party hereto may be obligated to indemnify under this Agreement, such party shall give prompt written notice thereof to the others other that describes such proposed adjustment in reasonable detail. The failure to give such notice shall eliminate the obligations of the other party hereunder, to the extent such failure materially prejudices the rights of the other party to contest such Tax.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lee Enterprises Inc)

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