Common use of Notices Regarding Taxes Clause in Contracts

Notices Regarding Taxes. If TNCL, NPAL or LUVSG receives any ----------------------- notice, whether orally or in writing, of any pending or threatened U.S. Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect LMC or its Subsidiaries (or LUVSG with respect to taxable periods or portions thereof ending on or before the Closing Date), or if LMC or any of its Controlled Affiliates receives any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to TNCL under paragraph 7.6(h) below or otherwise materially adversely affect TNCL, the party receiving such notice shall notify in writing the potentially affected party within ten (10) calendar days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Liberty Media Corp /De/), Agreement and Plan of Merger (Sky Global Networks Inc)

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Notices Regarding Taxes. If TNCL, NPAL or LUVSG LTVGIA receives any ----------------------- notice, whether orally or in writing, of any pending or threatened U.S. Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect LMC or its Subsidiaries (or LUVSG LTVGIA with respect to taxable periods or portions thereof ending on or before the Closing Date), or if LMC or any of its Controlled Affiliates receives any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to TNCL under paragraph 7.6(h) below or otherwise materially adversely affect TNCL, the party receiving such notice shall notify in writing the potentially affected party within ten (10) calendar days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gemstar Tv Guide International Inc)

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Notices Regarding Taxes. If TNCL, NPAL or LUVSG LTVGIA receives any ----------------------- notice, whether orally or in writing, of any pending or threatened U.S. Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect LMC or its Subsidiaries (or LUVSG LTVGIA with respect to taxable periods or portions thereof ending on or before the Closing Date), or if LMC or any of its Controlled Affiliates receives any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to TNCL under paragraph 7.6(h) below or otherwise materially adversely affect TNCL, the party receiving such notice shall notify in writing the potentially affected party within ten (10) calendar days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberty Media Corp /De/)

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