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.
4.2 If any of the Sellers become aware of any Tax Claim which could give rise to a Liability for the Sellers under this Exhibit B or under the Tax Warranties for whatever reason, the Sellers’ Agent shall notify Purchaser in writing within ten business days of having become aware of such Tax Claim and Purchaser shall be deemed to have given the Sellers’ Agent notice of the Tax Claim for the purposes of this clause 4 on receipt of such notification.
4.3 Provided that the Sellers confirm to Purchaser in writing that they are liable to pay amounts of any Liability, subject to Section 5.3(d)(ii)(B) of the Agreement, of any Acquired Company or any member of the Purchaser’s Group that may arise as a result or outcome of such actions or proceedings, and any costs, subject to Section 5.3(d)(ii)(B) of the Agreement, of any Acquired Company or a member of the Purchaser’s Group in respect thereof, the Sellers’ Agent shall have the right to require Purchaser to take such action or procure that an Acquired Company takes such action as the Sellers’ Agent reasonably requests to dispute, negotiate, compromise, resist, appeal or defend the Tax Claim provided that:
(a) the Sellers’ Agent shall inform Purchaser in writing of the content of all discussions, correspondence or other communication which it or any Seller is intending to have with or submit to any Tax Authority at least 20 business days prior to the intended discussion or submission of the correspondence or other communication (in each case the Intended Communication). Neither the Sellers’ Agent nor any of the Sellers shall submit, make or have any Intended Communication without Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed);
(b) the Sellers’ Agent and the Sellers shall keep Purchaser fully and promptly informed of all matters relating to the Tax Claim (including providing copies of all correspondence, notes of conversations and meetings and other documents);
(c) the Sellers’ Agent shall obtain Purchas...
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. 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 Sellers 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 Sellers may reasonably request to dispute, resist, appeal, compromise or defend the Tax Claim and any adjudication in respect thereof.
7.2 The Purchaser shall not be required to take any action pursuant to paragraph 7.1:
7.2.1 unless the Purchaser and the Company or the Subsidiary concerned is each promptly indemnified to the Purchaser's reasonable satisfaction by the Sellers against all losses, costs, damages and expenses that are or may be thereby incurred; or
7.2.2 if, in the Purchaser's reasonable opinion, the action is likely to affect adversely either the future liability of the Purchaser, the Company or the Subsidiary concerned to Tax or the business or financial interests of any of them or of any person connected with any of them.
7.3 If the Sellers do not request the Purchaser to take any appropriate action within 21 days of notice to the Sellers, or no action is required to be taken by virtue of any of the provisions of paragraph 7.2, the Purchaser shall be free to satisfy or settle (or to allow the Company or the Subsidiary concerned to satisfy or settle) the relevant Tax Liability on such terms as it may in its absolute discretion think fit.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 9.1 In this paragraph 9: amnesty price means any amount demanded by a tax authority, including any additional tax imposed and any costs, interest and penalties related thereto, in consideration of the grant of an amnesty as referred to in paragraph 9.7 below (but excluding any tax due prior to the application for an amnesty); controlling party means whichever of the Seller or the Purchaser that both parties agree is reasonably expected to bear the greater liability in connection with a tax claim relating to a tax year commencing before and ending after Closing as such liability is apportioned between the parties pursuant to the terms of this Agreement; and non-controlling party means whichever of the Seller or the Purchaser is not the controlling party in connection with a tax claim relating to a tax year commencing before and ending after Closing as such liability is apportioned between the parties pursuant to the terms of this Agreement.
9.2 If the Purchaser, any Target Company or any of the Subsidiaries receives notice of any tax claim relating to any tax year that ended on or before Closing or any tax year that commences prior to Closing and ends after Closing (each such claim a Seller-Involved Tax Claim), the Purchaser shall give notice to the Seller of such Seller-Involved Tax Claim (including reasonably sufficient details of such Seller-Involved 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 under this Schedule in respect thereof) as soon as practicable after any officer of the Purchaser, any Target Company or any Subsidiary receives notice of such claim.
9.3 Subject to the Seller’s compliance with the terms of paragraph 9.4 below, the Purchaser shall take (or shall procure that any Target Company or Subsidiary shall take), at the Seller’s expense, such action as the Seller may reasonably request in writing to implement the control over Tax Claim Actions that is granted to the Seller in paragraph 9.4 below.
9.4 The Seller shall have the right to control the conduct of any legal proceedings taken in connection with and to control the management of any audit, enquiry or investigation relating to a tax claim relating to a tax year before Closing or a tax year with respect to which the Seller is a controlling party (a Tax Claim Action), provided:
(a) the Seller shall consult with the Purchaser before taking any significant action in connection with a Tax Claim Action if such ...
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 Seller as soon as reasonably practicable and shall conduct the defence of any such Tax Claim and the Seller shall for these purposes indemnify and secure the Purchaser and the Companies on demand against all reasonable out of pocket costs and expenses including those of its legal advisers incurred in respect of the defence of such Tax Claim.
7.2 The Seller and JF acknowledge that they are already aware of the Zuffa Claims and that no notice is required to be given by the Purchaser pursuant to clause 7.1 in relation to the Zuffa Claims.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. The Purchaser shall have control and conduct of Remedial Action and/or any Environmental Proceedings (as applicable) with effect from the Completion Date in relation to any Pre-Completion Condition.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 6.1 If the Purchaser or, after Closing, any Target Entity or any other member of the Purchaser’s Group becomes aware of any actual or potential tax claim then the Purchaser shall give written notice of that tax claim to the Sellers’ Representative (or shall procure that such notice is given) as soon as reasonably practicable and shall (subject to paragraphs 6.2 and 6.3) take (or shall procure that the relevant Target Entity shall take) such action as the Sellers’ Representative may reasonably request to dispute, resist, appeal, compromise or defend the tax claim and any adjudication in respect thereof.
6.2 The Purchaser shall not be required to take any action pursuant to paragraph 6.1 or 7.6(d):
(a) unless the Purchaser and the Target Entity concerned is each promptly indemnified to the Purchaser’s reasonable satisfaction by the Sellers against all losses, costs, damages and expenses that are or may be thereby incurred; or
(b) if, in the Purchaser’s reasonable opinion, the action is likely to materially affect the business or financial interests of the Purchaser or the Target Entity concerned; or
(c) if the Sellers’ Representative requests that an appeal is made by a Target Entity in respect of the tax claim before any court or other appellate body (excluding the authority or body which has made the tax claim), unless the Sellers’ Representative has been advised by leading independent tax Counsel acceptable to the Purchaser and the Sellers’ Representative, both acting reasonably, after disclosure of all available relevant information and documents, that it is reasonable to take the action requested by the Sellers’ Representative.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. If the Buyer becomes aware of any tax claim relevant for the purposes of this Schedule, the Buyer shall give, or shall procure that notice of that tax claim is given, to the Sellers as soon as reasonably practicable and in any event within 15 Business Days of the Buyer so becoming aware and shall (subject to paragraphs 7.2 and 7.3) take (or shall procure that the Company shall take) such action as the Sellers may reasonably request to dispute, resist, appeal, compromise or defend the tax claim and any adjudication in respect thereof including applying to postpone (so far as legally possible) the payment of any taxation. The written notice of the tax claim given to the Sellers will, in reasonable detail, explain the tax claim and the tax liability to which the tax claim relates (including, without limitation, an explanation as to how such tax liability may give rise to a claim under this Schedule 4), where possible, give an estimate of the amount thereof and show how the estimate was calculated.
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. 10. MITIGATION
NOTIFICATION OF CLAIMS AND CONDUCT OF DISPUTES. If the Purchaser becomes aware that any Tax Liability will give rise to a claim against the Vendor under clause 7.1 above, the Purchaser shall notify the Vendor thereof without undue delay (unverzuglich) and shall take such action as the Vendor may request to dispute the relevant assessment of Tax. The Purchaser shall, however, only be obliged to take such action if he is promptly indemnified from or secured to his reasonable satisfaction by the Vendor against all losses, costs, damages and expenses that may result from such action.
