Notice of Tax Contests. If any party (the “Indemnitee”) receives written notice of the commencement of any Tax Contest for which indemnity may be sought under this Agreement, and such Indemnitee intends to seek indemnity pursuant to this Agreement, the Indemnitee shall promptly provide the other party (the “Indemnifying Party”) with written notice of such Tax Contest, and thereafter shall promptly forward or make available to the Indemnifying Parties copies of all notices and communications with a Taxing Authority solely to the extent relating to such Tax Contest. Failure of the Indemnitee to give such notice will not relieve the Indemnifying Parties from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby.
Notice of Tax Contests. SpinCo and SpinCo OP shall promptly notify DevCo in writing upon receipt by SpinCo or any member of the SpinCo Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which DevCo or DevCo OP may be liable under this Agreement or that impacts any portion of a Straddle Period or Pre-Closing Period. DevCo and DevCo OP shall promptly notify SpinCo in writing upon receipt by DevCo or any member of the DevCo Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which SpinCo or SpinCo OP may be liable under this Agreement or that impacts any portion of a Post-Closing Period.
Notice of Tax Contests. Linn shall promptly notify SpinCo in writing upon receipt by Linn of a written communication from any Taxing Authority with respect to any pending or threatened audit, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Tax Return or otherwise concerning Taxes for which SpinCo may be liable under this Agreement. SpinCo shall promptly notify Linn in writing upon receipt by SpinCo of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which Linn (including Roan Resources and all other Linn affiliates or subsidiaries) may be liable under this Agreement or for which SpinCo may have an obligation to indemnify under Section 2.3.
Notice of Tax Contests. Buyer shall promptly notify Colt in writing upon receipt by Buyer or any PLG Entity of a written communication from any Taxing Authority with respect to any pending or threatened audit, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Tax Return or otherwise concerning Taxes for which Colt may be liable under this Agreement. Colt shall promptly notify Buyer in writing upon receipt by Colt or any of its Subsidiaries of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which Buyer or Stride Rite may be liable under this Agreement.
Notice of Tax Contests. FTAI Infrastructure shall promptly notify FTAI in writing upon receipt by FTAI Infrastructure or any member of the FTAI Infrastructure Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which FTAI or its Subsidiaries or shareholders may be liable. FTAI shall promptly notify FTAI Infrastructure in writing upon receipt by FTAI or any member of the FTAI Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which FTAI Infrastructure or its Subsidiaries may be liable.
Notice of Tax Contests. CS&L shall promptly notify WHI in writing upon receipt by CS&L or any member of the CS&L Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which WHI may be liable under this Agreement. WHI shall promptly notify CS&L in writing upon receipt by WHI or any member of the WHI Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which CS&L may be liable under this Agreement.
Notice of Tax Contests. RPS agrees to give notice to Atlantic within 5 Business Days of the assertion or commencement of any Tax Contest with regard to any Assumed Tax. The failure of RPS to notify Atlantic of any Tax Contest within the time specified in the preceding sentence shall not relieve Atlantic from any obligation to make a payment in respect of an Assumed Tax under this agreement except to the extent Atlantic demonstrates that the defense of such action is prejudiced thereby.
Notice of Tax Contests. The Indemnified Party shall promptly notify the Indemnifying Party in writing upon receipt by the Indemnified Party or any member of its group of a written communication from any Governmental Entity with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the Indemnifying Party may be liable under this Agreement.
Notice of Tax Contests. SpinCo shall promptly notify HCP in writing upon receipt by SpinCo or any member of the SpinCo Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which HCP may be liable under this Agreement or that impacts any portion of a Straddle Period or Pre-Closing Period. HCP shall promptly notify SpinCo in writing upon receipt by HCP or any member of the HCP Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which SpinCo may be liable under this Agreement or that impacts any portion of a Post-Closing Period.
Notice of Tax Contests. Company shall provide prompt notice to Offshore or DeepFlex of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax periods for which it may receive a payment from Offshore or DeepFlex under this Agreement. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If Company has knowledge of an asserted Tax liability with respect to a matter for which it may receive a payment from Offshore or DeepFlex under this Agreement and fails to give Offshore or DeepFlex prompt notice of such asserted Tax liability, then (i) if Offshore or DeepFlex is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, Offshore or DeepFlex shall have no obligation to indemnify Company for or make payments with respect to any Taxes arising out of such asserted Tax liability, and (ii) if Offshore or DeepFlex is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a monetary detriment to Offshore or DeepFlex, then any amount which Offshore or DeepFlex is otherwise required to pay Company pursuant to this Agreement shall be reduced by the amount of such detriment.
