NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 4.1 If Purchaser or any Acquired Company becomes aware of any Tax Claim which could give rise to a Liability for the Sellers under this Exhibit B or under the Tax Warranties, Purchaser shall give notice to the Sellers’ Agent of the Tax Claim as soon as reasonably practicable, or otherwise within ten business days, provided that the failure of Purchaser to give the Sellers’ Agent written notice shall not excuse any of the Sellers from their obligations under this Exhibit B.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. The provisions of paragraph 4 of Schedule 4 shall apply to this Schedule 7.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 3.1 If the Purchaser or the Company receives any letter, enquiry notice, demand or notification which may give rise to a Potential Liability, the Purchaser shall give notice to the Seller of that Potential Liability (including reasonably sufficient details of such Potential Liability, the due date for any payment and the time limits for any appeal, and so far as reasonably practicable the amount involved) as soon as reasonably practicable (and in any event not more than twenty Business Days before the expiry of any applicable time limit for appeal or action to be taken).
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 3.1 If the Purchaser becomes aware of any Tax Demand then the Purchaser shall promptly give notice of that Tax Demand to the Sellers (or shall procure that such notice is given). If a Seller receives any written notification or communication directly from a Tax Authority indicating the existence of any Tax Demand without having received notification under this paragraph 3.1, it shall promptly give notice of the same to the Purchaser and the other Seller, and the Purchaser’s obligations to give notice of the Tax Demand under this paragraph 3.1 shall be deemed to be satisfied.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 8.1 If the Purchaser or the Target Company become aware of any tax claim, the Purchaser shall give notice to the Seller of that tax claim (including reasonably sufficient details of such tax claim, the due date for any payment and the time limits for any appeal, and so far as practicable the amount of the claim) as soon as possible (and in any event not more than 15 days after the Purchaser or the Target Company becomes aware of such claim). The Purchaser shall take (or procure that the Target Company shall take) such action as the Seller may reasonably request to avoid, dispute, resist, appeal, compromise or defend any tax claim (whether notified by the Purchaser, or being a tax claim of which the Seller was already aware) and any adjudication in respect thereof. The Seller shall have the right (if it wishes) to control any proceedings taken in connection with such action (provided that the Seller shall not make or procure the making of any admission of liability or make any agreement or compromise in respect of the tax claim without the prior written consent of the Purchaser not to be unreasonably withheld or delayed), and shall in any event be kept fully informed of any actual or proposed developments (including any meetings) and shall be provided with copies of all correspondence and documentation relating to such tax claim or action, and such other information, assistance and access to records and personnel as it reasonably requires.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 8.1 If the Purchaser or any of the Target Companies become aware of any tax claim or other similar matter which could result in a liability for the Seller under this Schedule, the Purchaser shall give notice to the Seller of that tax claim or matter (including reasonably sufficient details of such tax claim or matter, the due date for any payment and the time limits for any appeal, and so far as practicable the amount involved) as soon as possible (and in any event not more than 21 days after the Purchaser or the Target Company concerned becomes aware of such tax claim or matter). The Purchaser shall take (or procure that the Target Company concerned shall take) such action as the Seller may reasonably request to avoid, dispute, resist, appeal, compromise or defend any tax claim (whether notified by the Purchaser, or being a tax claim of which the Seller was already aware) or other such matter, and any adjudication in respect thereof. Provided that the Seller indemnifies and secures the Purchaser and any of the Target Companies (as relevant) to their reasonable satisfaction against any Cost (including interest on overdue tax) which may be incurred thereby, and subject to paragraph 8.2, the Seller shall have the right (if it wishes) to control any proceedings taken in connection with such action and to control the conduct of the relevant Target Company’s response to any audit by a tax authority of the tax affairs of a Target Company relating wholly or partly to a period commencing before Closing, and shall in any event be kept fully informed of any actual or proposed developments (including any meetings) and shall be provided with copies of all correspondence and documentation relating to such tax claim, matter or action, and such other information, assistance and access to records and personnel as it reasonably requires, in each case on a timely basis.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 8.1 If the Share Purchaser or any of the Target Companies become aware of any Tax Claim, the Share Purchaser shall give notice to the Share Sellers of that Tax Claim (including reasonably sufficient details of such Tax Claim, the due date for any payment and the time limits for any appeal, and so far as practicable the amount of the claim) as soon as reasonably practicable (and in any event not more than 15 Business Days after the Share Purchaser or the Target Company concerned becomes aware of such claim). The Share Purchaser shall take (or procure that the Target Company concerned shall take) such action as the Share Sellers may reasonably request to avoid, dispute, resist, appeal, compromise or defend any Tax Claim (whether notified by the Share Purchaser, or being a Tax Claim of which the Share Sellers were already aware) and any adjudication in respect thereof. The Share Sellers shall have the right (if they wish) to control any proceedings taken in connection with such action, and shall in any event be kept fully informed of any actual or proposed developments (including any meetings) and shall be provided with copies of all correspondence and documentation relating to such Tax Claim or action, and such other information, assistance and access to records and personnel as it reasonably requires.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 7.1 If the Purchaser becomes aware of any Tax claim relevant for the purposes of this Schedule, the Purchaser shall give, or shall procure that notice of that Tax claim is given, to the Covenantors as soon as reasonable practicable and in any event within 14 days and shall (subject to paragraphs 7.2 and 7.3) take (or shall procure that the Company or the relevant Subsidiary shall take) such action as the Covenantors may reasonably request, to dispute, resist, appeal, compromise or defend the Tax claim and any adjudication in respect thereof.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 7.1 If either of the Sellers should become aware of a Tax Claim, it shall notify the Buyer in writing providing a summary of the nature of the Tax Claim as far as it is known to the Sellers at that time.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 15.1 If the Buyer or the Company becomes aware of any Tax Claim the Buyer shall give notice to the Seller of that Tax Claim (including reasonably sufficient details of such claim, the due date for any payment and the time limits for any appeal, and so far as practicable the amount of the claim under the Tax Indemnity or under the Tax Warranties in respect thereof) as soon as possible and in any event not more than 60 Business Days after the Buyer or the Company becomes aware of such Tax Claims and in this context the Buyer or the Company becoming “aware” means the actual knowledge of Xxxx Xxxxxx or Xxxxxxxx Xxxxxx or persons under their direction or control.
