Notice of Tax Claims. Each party will promptly notify the other party in writing upon receipt by such party (or any of its Affiliates) of written notice of any pending or threatened audit, examination or proceeding by a Governmental Authority in respect of which an indemnity may be sought pursuant to this Article VI (a “Tax Claim”); provided, however, the failure of a party to give prompt notice shall not relieve the other party of any of its obligations under this Article VI except to the extent the other party can demonstrate actual prejudice as a result of such failure.
Notice of Tax Claims. If a Governmental Authority shall commence any audit, examination or other proceeding or make any claim relating to Taxes that, if successful, might result in an indemnification payment pursuant to Section 11.2 (a “Tax Claim”), Parent shall promptly give written notice of such Tax Claim to the SH Rep, together with copies of all notices and communications relating to such Tax Claim; provided, however, that the failure of Parent to give such notice shall only relieve the Securityholders from their indemnification obligations hereunder to the extent the Securityholders demonstrate actual and material damage caused by such failure.
Notice of Tax Claims. Upon receipt by any Indemnified Party of notice of any pending or threatened audit or examination, or any claim, assessment or asserted deficiency for Taxes, that could give rise to a claim for indemnification under Section 4.01 of this Agreement (a “Tax Claim”), such Party shall promptly, and in any event no more than ten (10) calendar days following receipt of such notice, notify the Indemnifying Party in writing of the Tax Claim. Such notice shall include a copy of the relevant portion of any correspondence received from the relevant Governmental Authority and describe in reasonable detail the nature of the applicable Taxes. Notwithstanding the foregoing, no failure or delay by an Indemnified Party to provide notice of a Tax Claim to the Indemnifying Party shall reduce or otherwise affect the obligation of such Indemnifying Party hereunder except to the extent the defense of such Tax Claim is materially prejudiced thereby.
Notice of Tax Claims. If a Governmental Authority shall make any claim relating to Taxes that, if successful, might result in a claim for indemnification under Article IX (a “Tax Claim”), the party against whom such claim is made shall promptly (and, in any event within ten (10) calendar days) give written notice to the other party, together with copies of all notices and communications relating to such Tax Claim; provided, however, no failure or delay in providing notice of a Tax Claim shall reduce or otherwise affect the obligation of the indemnifying party hereunder except to the extent the indemnified party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Governmental Authority.
Notice of Tax Claims. If a Tax authority shall initiate any audit, examination or investigation or make any claim relating to Taxes that, if successful, might result in an indemnification payment pursuant to Section 10.2(a)(iii) or Section 10.2(b)(iii) (a “Tax Claim”), the Indemnified Party shall promptly, and in any event no more than ten (10) days following receipt of such Tax Claim, give written notice of such tax Claim to the Indemnitor, together with copies of all notices and communications relating to such Tax Claim; provided, however, that the failure to notify the Indemnitor shall not relieve the Indemnitor of its Liabilities under this Article X except to the extent that (and only to the extent that) the Indemnitor shall have been materially prejudiced by such failure to give such notice, in which case the Indemnitor shall be relieved of its Liabilities under this Article X to the extent of such material prejudice.
Notice of Tax Claims. If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing authority to the party seeking indemnification (the "Tax Indemnified Party"), which, if successful, could result in an indemnity payment pursuant to this Section 6.7 (a "Tax Claim"), the Tax Indemnified Party shall promptly notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim. Such notice will state the nature and basis of the Tax Claim and the amount thereof, to the extent known by the Tax Indemnified Party. If written notice of a Tax Claim is not promptly given to the Tax Indemnifying Party in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party's position is materially prejudiced as a result thereof.
Notice of Tax Claims. If the Stockholder receives notice of any claim, demand, assessment (including a notice of proposed assessment) or other assertion with respect to U.S. federal or state income or branch profits tax that could give rise to an indemnity claim by the Stockholder under Section 6.2(a) above (a “Tax Claim”), then the Stockholder shall promptly notify the Company of such Tax Claim. The parties shall cooperate in good faith to resolve any such Tax Claims and/or to otherwise minimize any potential indemnity obligations in connection therewith. The Stockholder shall keep the Company reasonably informed of the progress of such Tax Claim. As a condition of the Company’s liability under Section 6.2(a), the Company shall have the right to consent in advance to any settlement or agreement proposed to be made or entered into by the Stockholder with respect to a Tax Claim (such consent not to be unreasonably withheld).
Notice of Tax Claims. If Parent or any of its Affiliates receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company or its Subsidiaries which may give rise to an indemnification obligation of the Sellers hereunder (a “Tax Claim”), Parent will notify the Sellers’ Representative within ten (10) Business Days of the receipt of such notice. The failure to so notify the Sellers’ Representative shall not relieve the Sellers’ Representative of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Sellers’ Representative or to the extent the survival periods stated herein have lapsed.
(i) With respect to any Tax Claim that relates to one or more taxable periods ending on or prior to the Closing Date, the Sellers’ Representative shall have thirty (30) days after receipt of such notice of a Tax Claim to assume the conduct and control, through counsel reasonably acceptable to Parent and at the expense of the Sellers’ Representative, of the settlement or defense thereof (to the extent relating to the taxable periods ending on or prior to the Closing Date), and Parent shall cooperate with the Sellers’ Representative in connection therewith; provided that the Sellers’ Representative shall permit Parent to participate in (in the manner described in clause (iii) below), but not control, such settlement or defense through counsel chosen by Parent (the fees and expenses of such counsel shall be borne by Parent) and further provided that the Sellers’ Representative shall not pay or settle such Tax Claim (or portion thereof) without the prior written consent of Parent, not to be unreasonably withheld, conditioned or delayed. If (A) the Sellers’ Representative does not notify Parent within thirty (30) days after the receipt of the Sellers’ Representative’s notice of such Tax Claim hereunder that it elects to undertake the defense thereof, or (B) the Sellers’ Representative elects in writing not to conduct the defense and settlement of such Tax Claim, Parent shall have the right to contest and defend the claim but shall not thereby waive any right to indemnity therefor pursuant to Section 10.4(c). In such case, the Sellers’ Representative will reimburse Parent periodically (but not more than once each calendar quarter) for the reasonable cost of any third-party expenses (if any) incurred to defend against the portion of such Tax Claim relating to the taxable periods ending on or prior to the Closing Date, whi...
Notice of Tax Claims. Seller will promptly notify Buyer (no later than five Business Days) in writing upon receipt by Seller (or any of its Affiliates) of notice of any pending or threatened audit, examination or proceeding by a Governmental Authority (a “Tax Claim”).
Notice of Tax Claims. If a claim for Taxes of the Company, including, without limitation, notice of a pending or threatened audit, inquiry, assessment or other administrative or judicial proceeding, shall be made by any taxing authority to any Buyer Indemnitee or Seller, which, if successful, would result in an indemnity or reimbursement payment by Seller under this Agreement (a “Tax Claim”), the party receiving such notice shall promptly notify the other party in writing of the Tax Claim; provided that failure to provide such prompt notice shall not affect the Seller’s obligations hereunder, except to the extent that the Seller is actually and materially prejudiced by such failure. Such notice will state the nature and basis of the Tax Claim and the amount thereof, to the extent known by the party receiving notice of such Tax Claim.
