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. 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 a claim for Taxes, including notice of a pending or threatened audit, shall be made by any taxing authority to the party seeking indemnification or reimbursement (the “Tax Indemnified Party”), which, if successful, could result in an indemnity or reimbursement payment pursuant to this Section 7.8 (a “Tax Claim”), the Tax Indemnified Party shall promptly notify the other party (the “Tax Indemnifying Party”) in writing of the Tax Claim; provided that failure to provide such prompt notice shall not affect the Tax Indemnifying Party’s obligations hereunder, except to the extent that the Tax Indemnifying Party is 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 Tax Indemnified Party.
Notice of Tax Claims. If the Internal Revenue Service makes a Tax Claim and, if all or any part of that Tax Claim could result in a Tax Loss for which indemnification would be required under this Tax Agreement, then Norwest will provide notice (including a copy of the Tax Claim related to a Tax Loss) to Shareholders within a reasonable time after first receiving notice of such Tax Claim related to a Tax Loss, but, in the case of a preliminary or statutory notice of deficiency, in no event later than twenty (20) business days after the date of the notice of such Tax Claim. Failure to provide Shareholders with timely notice of a Tax Claim related to a Tax Loss will, with respect to such Tax Claim constitute a waiver, with respect to such Tax Claim, of Norwest's right to indemnification under this Tax Agreement for any and all incremental costs and expenses that Norwest may incur as a result of actions necessary to, if possible, reinstate the contest rights that would have been available had Shareholders received timely notice.
Notice of Tax Claims. Whenever any taxing authority sends a notice of an audit, initiates an examination of the Company, or otherwise asserts a claim, makes an assessment, or disputes the amount of Taxes for which the Sellers may be liable under this Agreement, the Buyer shall promptly notify the Stockholder Representative. The failure of the Buyer to so notify the Stockholder Representative shall not relieve the Sellers of any obligations under this Agreement, except to the extent such failure materially prejudices the ability of the Sellers to defend the liability. The Stockholder Representative shall have the right to control, with no cost to the Buyer, any resulting audit or proceedings; provided, that the Stockholder Representative first notifies the Buyer in writing that, as between the Buyer and the Sellers, the Sellers shall be liable for any Taxes that result from such audit or proceeding. The Buyer shall have the right to consult with the Stockholder Representative at the Buyer’s own expense in connection with any such audit or proceedings. The Buyer shall have the sole right to defend the Company with respect to any issue arising with respect to any such audit or proceeding to the extent that the Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. The Buyer shall have the sole right to represent the Company in any Tax proceedings relating to a Tax period that includes or that begins after the Closing Date.
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.
