Procedure for Indemnification - Tax Claims Sample Clauses

Procedure for Indemnification - Tax Claims. (i) If any Tax Claim is initiated by any Governmental Body that could result in indemnification of Buyer Indemnified Persons by Sellers under Section 6.2(d), Buyers shall promptly give notice to the Seller Representative of the commencement of such Tax Claim, but the failure to notify the Seller Representative will not relieve the Sellers of any liability that it may have to the Buyer Indemnified Person, except to the extent that the Seller Representative demonstrates that the defense of such Tax Claim is prejudiced by Buyers’ failure to give such notice.

Procedure for Indemnification - Tax Claims. (a) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall be delivered, sent, commenced or initiated to or against the Surviving Corporation by any Tax authority with respect to Taxes for which the Surviving Corporation is entitled to indemnification from the Shareholders, the Surviving Corporation shall promptly notify the Shareholders in writing of the Tax Claim.

Procedure for Indemnification - Tax Claims. (a) If the Tax Claim relates to any period of time prior to the Closing Date, the Stockholders may, within 30 days after written notice from the Merger Subsidiary, assume and control the defense of such Tax Claim at their own cost and expense and with their own counsel, and the Merger Subsidiary agrees to cooperate with the Stockholders in pursuing such contest. If the Stockholders elect to assume the defense of any such Tax Claim, notwithstanding anything to the contrary contained herein: (i) the Stockholders shall keep the Merger Subsidiary informed of all material developments and events relating to any such Tax Claim; and (ii) at its own cost and expense, the Merger Subsidiary shall have the right to participate in (but not to control) the defense of any such Tax Claim.

Procedure for Indemnification - Tax Claims. (a) If Parent receives notice of the assertion of any claim, the commencement of any Proceeding, or the imposition of any penalty or assessment by a Governmental Body against Newco, Company or Company's Subsidiaries for a Taxable period or periods ending on or before the Closing Date (a "TAX CLAIM"), and if Parent intends to seek indemnity from Newco therefor, then Parent shall provide Newco with prompt written notice of the Tax Claim, but in any event no later than thirty (30) calendar days after receipt of notice of the Tax Claim. The failure by Parent to notify Newco of a Tax Claim shall not relieve Newco of any indemnification responsibility, unless such failure materially prejudices the ability of Newco to defend such Tax Claim. Newco shall have the sole right to control the defense or settlement of such Tax Claim with counsel of its choosing at Newco's sole expense; provided, however, that Parent shall be permitted, at Parent's sole expense, to be present at any audit or Proceeding in respect of such Tax Claim; provided, further, that Newco shall not settle or compromise any Tax Claim without Parent's prior written consent, which consent shall not unreasonably be withheld or delayed.

Procedure for Indemnification - Tax Claims. (a) If a claim is made by any Governmental Body, which, if successful, would result in the Breach of a representation and warranty in Section 3.9 of this Agreement, then the Purchaser shall give notice to Seller in writing of such claim within thirty (30) days after receipt of such a claim (a “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification provided pursuant to Section 10.2(a) or (b) except to the extent that Seller demonstrated that (i) the defense of such Tax Claim is prejudiced by the Purchaser’s failure to give such notice, and (ii) the notice was delivered after the expiration of the applicable time limitation set forth in Section 10.4 above.