Common use of Notice of Tax Claim Clause in Contracts

Notice of Tax Claim. (a) The Purchaser must, and must procure that the Company does, notify the Vendors within 10 Business Days of becoming aware of a Tax Claim, providing: (i) the amount of the Tax Claim (where known); (ii) a description in reasonable detail of the nature of the Tax Claim; and (iii) a copy of any documents or materials issued by a Tax Authority in respect of the Tax Claim. (b) For the purpose of the notice period in clause 8.1(a), the Purchaser will only be deemed to be aware of a Tax Claim if the Purchaser is actually aware of the Tax Claim. (c) Failure by the Purchaser to notify, or to procure that the Company notifies, the Vendors of a Tax Claim in accordance with this clause 8.1 does not prevent the Purchaser from making a Tax Claim under this agreement, however the Warrantors’ liability for the Tax Claim will be reduced to the extent that any failure by the Purchaser to comply with this clause 8.1 has increased the amount of the Tax Claim.

Appears in 2 contracts

Samples: Share Purchase Agreement (Slinger Bag Inc.), Share Purchase Agreement (Slinger Bag Inc.)

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Notice of Tax Claim. (a) The Purchaser Purchasers must, and must procure that the each Group Company does, notify the Vendors within 10 Business Days of becoming aware of a Tax Claim, providing: (i) the amount of the Tax Claim (where known); (ii) a description in reasonable detail of the nature of the Tax ClaimClaim as far as the Purchasers are aware; and (iii) a copy of any documents or materials issued by a Tax Authority in respect of the Tax Claim. (b) For the purpose of the notice period in clause 8.1(a12.10(a), the Purchaser Purchasers will only be deemed to be aware of a Tax Claim if the Purchaser is Purchasers are actually aware of the Tax Claim. (c) Failure by the Purchaser Purchasers to notify, or to procure that the relevant Group Company notifies, the Vendors of a Tax Claim in accordance with this clause 8.1 12.10 does not prevent the Purchaser Purchasers from making a Tax Claim under this agreement, however the WarrantorsVendors’ liability for the Tax Claim will be reduced to the extent that any failure by the Purchaser Purchasers to comply with this clause 8.1 12.10 has increased the amount of the Tax Claim.

Appears in 1 contract

Samples: Share Sale Agreement (ACCO BRANDS Corp)

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Notice of Tax Claim. (a) The Purchaser must, and must procure that the each Group Company does, notify the Vendors within 10 Business Days of becoming aware of a Tax Claim, providing: (i) the amount of the Tax Claim (where known); (ii) a description in reasonable detail of the nature of the Tax Claim; and (iii) a copy of any documents or materials issued by a Tax Authority in respect of the Tax Claim. (b) For the purpose of the notice period in clause 8.1(a11.11(a), the Purchaser will only be deemed to be aware of a Tax Claim if the Purchaser is actually aware of the Tax Claim. (c) Failure by the Purchaser to notify, or to procure that the Company notifies, the Vendors of a Tax Claim in accordance with this clause 8.1 11.11 does not prevent the Purchaser from making a Tax Subject Claim under this agreement, however the WarrantorsVendors’ liability for the Tax Subject Claim will be reduced to the extent that any failure by the Purchaser to comply with this clause 8.1 11.11 has directly increased the amount of the Tax Subject Claim.

Appears in 1 contract

Samples: Share Sale Agreement (C H Robinson Worldwide Inc)

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