Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer sh...
Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof.
Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any Tax authority, which, if successful, might result in an indemnity payment to any Person hereunder (a "Tax Indemnitee"), the Tax Indemnitee shall promptly notify the party against whom indemnification is sought (the "Tax Indemnitor") in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Tax Indemnitor within a sufficient period of time to allow the Tax Indemnitor to effectively contest such Tax Claim, or in reasonable detail to apprise the Tax Indemnitor of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnitor shall not be liable to the Tax Indemnitee to the extent that the Tax Indemnitor's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof.
Procedures Relating to Indemnification of Tax Claims. 12.5.1 If a claim for Taxes is made or a notice of an audit is issued by any taxing authority in writing, which, if successful, might result in an indemnity payment pursuant to Section 12.4, the party seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other party (the "Tax Indemnifying Party") in writing of such claim (a "Tax Claim") within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 12.4, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice.
Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any Taxing Authority for which Seller is or may be liable pursuant to this Agreement, Buyer shall notify Seller in writing within ten (10) Business Days of receipt by Buyer of notice of such claim (a “Tax Claim”).
Procedures Relating to Indemnification of Tax Claims. (i) Promptly after a party (the “Tax Indemnified Party”) becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 9.01 (a “Tax Controversy”) by it against the other party (the “Tax Indemnifying Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party of the Tax issue and thereafter shall promptly forward to the Tax Indemnifying Party copies of the relevant portion of any notice or other document received from any Taxing Authority and communications with any Taxing Authority relating to such Tax Controversy; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article IX, except to the extent that such party is actually prejudiced thereby. Any out-of-pocket expenses incurred in handling, settling or contesting a Tax Controversy shall be borne by the Tax Indemnifying Party.
Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(a) except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure.
Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other party hereto; provided that the failure of Buyer to give such prompt notice to Seller of any such Tax Claim shall not relieve Seller of any of its obligations under this Section 10.8 unless Seller is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person.
Procedures Relating to Indemnification of Tax Claims. (a) If any Taxing Authority or other Person asserts a Tax Claim, then the Party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other Party hereto; provided that the failure of Buyer to give such prompt notice to Sellers of any such Tax Claim shall not relieve Sellers of any of its obligations under this Section 9.9. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority or other Person.
Procedures Relating to Indemnification of Tax Claims. (i) If a claim shall be made by any Taxing Authority, which, if successful, Purchaser reasonably determines could result in an indemnity payment to any Purchaser Indemnitee pursuant to this Section 8.02, Purchaser shall promptly notify the Sellers in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to the Sellers within a sufficient period of time to allow the Sellers to effectively contest such Tax Claim, or in reasonable detail to apprise the Sellers of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Sellers shall not be liable to any Purchaser Indemnitee to the extent that the Sellers’ position is materially prejudiced as a result thereof.
