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 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 Article VI (a “Tax Claim”); provided, however, that the failure of such party to give prompt notice shall not relieve the other party of any of its obligations under 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. 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. 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 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 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.
Notice of Tax Claims. The Purchaser will not be entitled to make any Tax Claim against the Vendors unless:
Notice of Tax Claims. (i) If a claim shall be made by any Governmental Body with respect to Taxes, which, if successful, might result in an indemnity payment pursuant to Section 11.1(a) or Section 11.2 (a “Tax Claim”), the Indemnified Party shall promptly, as practicable following the receipt of such Tax Claim, give written notice of such claim to the Indemnitor; provided, however, the failure of the Indemnified Party to give timely notice shall only relieve the Indemnifying Party from its indemnification obligations hereunder to the extent it is actually prejudiced by such failure.
(ii) With respect to any Tax Claim relating to a Tax Period (or portion thereof) ending on or prior to the Closing Date, Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) at their own expense. Sellers and Buyers shall jointly control all proceedings taken in connection with any Tax Claim relating to Taxes (other than income Taxes) for a Straddle Period. Buyers shall control at their own expense all proceedings with respect to any Tax Claim relating to a Tax Period beginning after the Closing Date. A party shall promptly notify the other party if it decides not to control the defense or settlement of any Tax Claim which it is entitled to control pursuant to this Agreement, and the other party shall thereupon be permitted to defend and settle such proceeding. For the avoidance of doubt, Sections 11.3 and 11.4 shall not apply to any indemnification obligations relating to Taxes.
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”).
