Common use of Notification of Tax Proceedings Clause in Contracts

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 20 contracts

Samples: Tax Matters Agreement (BBX Capital Corp), Tax Matters Agreement (BBX Capital Florida LLC), Tax Matters Agreement (BBX Capital Florida LLC)

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Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article IIIII, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 8 contracts

Samples: Tax Matters Agreement (Rouse Properties, Inc.), Separation Agreement (Rouse Properties, Inc.), Tax Matters Agreement (Rouse Properties, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party in writing of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent (and only to the extent) that the Indemnifying Party is actually materially prejudiced by such failure.

Appears in 7 contracts

Samples: Tax Matters Agreement (CAESARS ENTERTAINMENT Corp), Tax Matters Agreement (Vici Properties Inc.), Tax Matters Agreement (Vici Properties Inc.)

Notification of Tax Proceedings. Within ten thirty (1030) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article IIIV, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten thirty (10) day 30)-day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 7 contracts

Samples: Tax Matters Agreement (Care Capital Properties, Inc.), Tax Matters Agreement (Ventas Inc), Tax Matters Agreement (Care Capital Properties, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible indemnity payment pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party in writing of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent (and only to the extent) that the Indemnifying Party is actually materially prejudiced by such failure.

Appears in 6 contracts

Samples: Tax Matters Agreement (Vistra Energy Corp), Tax Matters Agreement (Vistra Energy Corp), Tax Matters Agreement (Energy Future Competitive Holdings Co LLC)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 6 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (AquaMed Technologies, Inc.), Tax Matters Agreement (AquaMed Technologies, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party (or its Subsidiary) becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III3, such Indemnified Party shall notify provide notice to the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify provide notice to the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day 10)-day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 6 contracts

Samples: Tax Allocation Agreement (Hamilton Beach Brands Holding Co), Tax Allocation Agreement (Hamilton Beach Brands Holding Co), Tax Allocation Agreement (Nacco Industries Inc)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually materially prejudiced by such failure.

Appears in 4 contracts

Samples: Tax Matters Agreement (Interval Leisure Group, Inc.), Matters Agreement (Starwood Hotel & Resorts Worldwide, Inc), Tax Matters Agreement (Vistana Signature Experiences, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an a Tax Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise with respect to Taxes for which an Indemnifying Party is responsible pursuant to Article IIIa Pre-Closing Period (including a Straddle Period), such Tax Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of material notices and material communications relating to such Tax Proceeding. The failure of the Tax Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) 10 day period or promptly forward any further material notices or material communications shall not relieve the Indemnifying Party of any obligation which it may have to the Tax Indemnified Party under this Agreement except to the extent that to which the Indemnifying Party is actually prejudiced by such failurethe Tax Indemnified Party’s failure to provide notice in accordance with this Section 8.13(a).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (MYnd Analytics, Inc.), Separation and Distribution Agreement (Telemynd, Inc.), Separation and Distribution Agreement (MYnd Analytics, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Indemnifying Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an the Indemnifying Party is responsible pursuant to Article IIIII, such Indemnified the Indemnifying Party shall notify the Indemnifying Indemnified Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 3 contracts

Samples: Tax Matters Agreement (Baudax Bio, Inc.), Tax Matters Agreement (Recro Pharma, Inc.), Tax Matters Agreement (Baudax Bio, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article IIIV, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 2 contracts

Samples: Tax Matters Agreement (Rayonier Advanced Materials Inc.), Tax Matters Agreement (Rayonier Holding Co)

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Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party in writing of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of material notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent (and only to the extent) that the Indemnifying Party is actually prejudiced by such failure.

Appears in 2 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (NRG Energy, Inc.)

Notification of Tax Proceedings. Within ten (10) 10 days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) 10 day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 2 contracts

Samples: Tax Matters Agreement (Sysorex, Inc.), Tax Matters Agreement (Inpixon)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may would reasonably be expected to give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party in writing of such Tax Proceeding, Proceeding and thereafter shall promptly forward or make available to the Indemnifying Party copies of all notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failureAgreement.

Appears in 2 contracts

Samples: Tax Matters Agreement (BellRing Distribution, LLC), Transaction Agreement and Plan of Merger (Post Holdings, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article IIIIV, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 1 contract

Samples: Tax Matters Agreement (PartX, Inc.)

Notification of Tax Proceedings. Within ten ([10) ] days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party in writing of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of all notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten ([10) ] day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failureAgreement.

Appears in 1 contract

Samples: Tax Matters Agreement (HS Spinco, Inc.)

Notification of Tax Proceedings. Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding Contest that may give rise to Taxes an indemnification obligation for which an Indemnifying Party is or may reasonably be responsible pursuant to this Article III9, such the Indemnified Party shall will notify the Indemnifying Party of such Tax ProceedingContest, and thereafter shall will promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax ProceedingContest. The failure of the Indemnified an indemnified Party to notify the an Indemnifying Party of the commencement of any such Tax Proceeding Contest within such ten (10) day period or promptly forward any further notices or communications shall will not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Natus Medical Inc)

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