Common use of Notification of Contests Clause in Contracts

Notification of Contests. Seller and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations or proceedings (whether judicial or administrative) which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 9.4(a) or Section 9.4(b) by such other party (a “Tax Audit”); provided, that failure to give such notice (or the provision of notice that is not in sufficient detail to notify the other party of the nature of the Tax Audit) shall not void any indemnification obligation hereunder except to the extent such failure to give proper notice materially adversely affects the other party’s right to participate in and contest the Tax Audit.

Appears in 2 contracts

Samples: Share Purchase Agreement (Circor International Inc), Share Purchase Agreement (Colfax CORP)

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Notification of Contests. Seller DuPont and its Affiliates, on the one hand, and Buyer and its AffiliatesAffiliates (including any DTI Company), on the other hand hand, (the “Recipient”), "RECIPIENT") shall notify the other party in writing within ten fifteen (1015) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations examinations, actions taken with respect to a claim for refund, or proceedings (whether judicial or administrative) (a "TAX AUDIT") which may affect the liability for Taxes of such other party party. If the Recipient fails to forward such written notice or may give rise to an indemnification payment under Section 9.4(a) or Section 9.4(b) by such other party (a “Tax Audit”); provided, that failure to give such notice (or the provision of notice that is not in sufficient detail to otherwise reasonably notify the other party of the nature of the Tax Audit) , the Recipient shall not void be entitled to indemnification for any indemnification obligation hereunder except Taxes arising in connection with such Tax Audit to the extent such failure to give proper notice materially adversely affects the other party’s 's right to participate in and contest the Tax Audit.

Appears in 1 contract

Samples: Purchase Agreement (Dupont E I De Nemours & Co)

Notification of Contests. Seller SEE and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations or proceedings (whether judicial or administrative) which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 9.4(a) or Section 9.4(b) 6.1 by such other party (a “Tax Audit”); provided, provided that failure to give such notice to the other party (or the provision of any such notice that is not in sufficient detail to notify the other party of the nature of the Tax Audit) shall not void any indemnification obligation hereunder for any Taxes arising in connection with such Tax Audit except to the extent such failure to give proper notice materially adversely affects the other party’s right to participate in and contest the Tax Audit.

Appears in 1 contract

Samples: Purchase Agreement (Sealed Air Corp/De)

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Notification of Contests. Seller and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations or proceedings (whether judicial or administrative) which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 9.4(a) or Section 9.4(b) by such other party (a “Tax Audit”); provided, that failure to give such notice (or the provision of notice that is not in sufficient detail to notify the other party of the nature of the Tax Audit) shall not void any indemnification obligation hereunder except to the extent such failure to give proper notice materially adversely affects the other party’s right to participate in and contest the Tax Audit.. 61 (b)

Appears in 1 contract

Samples: Share Purchase Agreement

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