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 11.07 (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 the Tax Indemnified Party’s rights to indemnification under this Article XI, except to the extent that the Tax Indemnifying Party is prejudiced thereby. In the event that after the Closing Date, any Tax Indemnified Party pays any Tax that is the responsibility of the Tax Indemnifying Party pursuant to Sections 11.07(a), 11.07(b), or 11.07(c), such Tax Indemnifying Party shall within five (5) Business Days reimburse the Tax Indemnified Party; provided that the Tax Indemnified Party has complied with the provisions of this Section 11.07(e) and has given documentation to the Tax Indemnifying Party establishing the fact and the amount of payment.
(ii) Except as otherwise provided in this Section 11.07(e)(ii), after the Closing Date, Purchaser shall control the conduct, through counsel of its own choosing, of any Tax Controversy with respect to the Company or any of the Company Subsidiaries relating to a Post-Closing Tax Period. In the case of a Tax Controversy after the Closing Date that relates to Taxes of the Company or a Company Subsidiary for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Seller shall control the handling, settling or contesting of any such Tax Controversy. Seller shall notify Purchaser of any impending settlement, compromise and/or concession of any Tax Controversy (or portion thereof) controlled by Seller pursuant to this Article XI). In the case of a Tax Controversy with respect to a Straddle Period and for which Seller would be required to indemnify Purchaser pursuant to Section 11.07(a), Purchaser and Seller shall jointly represent their interests in such Tax Controversy, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Tax Controversy. Purc...
Procedures Relating to Indemnification of Tax Claims. (a) If one Party is responsible for the payment of Taxes pursuant to Section 8.01, Section 8.02, or Section 9.03 (the “Tax Indemnifying Party”), and the other Party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby.
(b) The Tax Indemnifying Party shall assume and control the applicable audit or examination and the defense of a Tax Claim involving any Taxes for which it has an obligation to indemnify the Tax Indemnified Party pursuant to Section 8.01, Section 8.02 or Section 8.03, and the Tax Indemnified Party and its affiliates agree to cooperate reasonably with the Tax Indemnifying Party in pursuing such contest, including execution of any powers of attorney in favor of the Tax Indemnifying Party. Notwithstanding anything to the contrary contained in this Agreement, the Tax Indemnifying Party shall keep the Tax Indemnified Party informed of all material developments and events relating to such Tax Claim, and the Tax Indemnified Party, at its own cost and expense and with its own counsel, shall have the right to participate in (but not control) the applicable audit or examination and defense of such Tax Claim.
(c) In no case shall any Tax Indemnified Party settle or otherwise compromise (or extend the statute of limitations or period of assessment or reassessment for) any Tax Claim without the Tax Indemnifying Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Neither Party shall settle a Tax Claim relating solely to Income Taxes of the Tax Indemnified Party or any of its subsidiaries for a Straddle Period without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 If one Party is responsible for the payment of Taxes pursuant to Section 9.7.1 (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 or Representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof.
9.7.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim.
9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.
9.7.2.4 In no case shall the Tax Indemnified Party, the Company or any of their respective officers, directors, employees, stockholders or Representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party’s prior written consent....
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.
12.5.2 With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 12.4 (including, without limitation, Taxes relating to a Straddle Period), Boise Cascade shall control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where xxxlicable law permits such refund suits or contest such Tax Claim. Boise Cascade shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Purchaser's prior written consent not to be unreasonably withheld. In connection with any proceeding taken in connection with such Tax Claim, (i) Boise Cascade shall keep the Purchaser informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes and (ii) the Purchaser shall have the right to participate, at its sole expense, in (but not control) any such proceedings. The Purchaser shall cooperate with Boise Cascade in contesting such Tax Claim, which cooperation shall include, without limitation, the issuance of a power of attorney, the provision to Boise Cascade of records and information which are reasonably relevant to such Tax Claim, and making employees available to provide additional infor...
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 a party (the "First Party"), one of its affiliates or any of their respective officers, directors, employees, agents or representatives pursuant to this Section 12.1, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the other party (the "Second Party") in writing of such claim (a "Tax Claim"); provided, however, the failure of the First Party to give such notice shall not affect the indemnification provided hereunder except to the extent the Second Party has been actually prejudiced as a result of such failure (except the Second Party shall not be liable for any expenses incurred during the period in which the First Party failed to give such notice). With respect to any Tax Claim relating to a Pre-Closing Tax Period for which Xxxxxx has indemnified MergerCo, Xxxxxx 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 its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its 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. With respect to any Tax Claim related to a Post-Closing Tax Period or with respect to which MergerCo has otherwise indemnified Xxxxxx, MergerCo shall control proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent that any Tax Claim relates to both a Pre-Closing Tax Period and a Post-Closing Tax Period, or to a Tax Claim for which both parties may be obligated, Xxxxxx and MergerCo shall jointly participate in the resolution of such Tax Claim and shall each proceed in good faith to achieve a mutually agreeable result.
Procedures Relating to Indemnification of Tax Claims. (i) In the event that Seller would be liable for the payment of any Taxes under Section 9.01, Seller, in its reasonable discretion, will have the right to control the portion of any audit involving any such Taxes and/or to contest any assertion that any such Taxes are payable in any proceedings available to any JV Entity, Seller or Purchaser (a “Tax Proceeding”); provided, however, Seller shall (A) keep Purchaser reasonably informed and consult in good faith with Purchaser with respect to such Tax Proceeding, (B) provide Purchaser copies of all correspondence, notices and other written material received from any Taxing Authority with respect to Purchaser and shall otherwise keep Purchaser apprised of substantive developments with respect to such Tax Proceeding, (C) provide Purchaser with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Proceeding and (D) not settle such Tax Proceeding without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall have the right to participate (at its own cost and expense) in any proceeding, or portion thereof, which Seller controls pursuant to the preceding sentence.
(ii) Seller and Purchaser shall fully cooperate in good faith in connection with any Tax Proceeding. So long as Seller is conducting the defense in accordance with this Section 9.06(d), any JV Entity and/or Purchaser may retain separate co-counsel at their sole cost and expense and may participate in, but not control, the defense against liability for the payment of any Taxes.
Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any Taxing authority for which Swan Sponsor is or may be liable pursuant to this Agreement, the Parties shall follow the procedures set forth in Section 11.3.
Procedures Relating to Indemnification of Tax Claims. Section 6.3 Section 338(h)(10) Election . . . . . . . . . . . . . . . . 69 Section 6.4 Survival of Tax Provisions. . . . . . . . . . . . . . . . . 73 Section 6.5 Return Filings, Refunds and Credits . . . . . . . . . . . . 73 Section 6.6 Transfer Taxes. . . . . . . . . . . . . . . . . . . . . . . 80 Section 6.7
Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes pursuant to Section 11.01 (the "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (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 71 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, in each case taking into account the facts and circumstances with respect to such 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 materially prejudiced as a result thereof.
Procedures Relating to Indemnification of Tax Claims. 62 Section 12.4 Intended Tax Treatment 62 Section 12.5 Purchase Price Allocation 62 Section 12.6 Transfer Taxes 63 ARTICLE XIII MISCELLANEOUS 63 Section 13.1 Expenses 63 Section 13.2 Notices 63 Section 13.3 Assignment 64 Section 13.4 Severability 64 Section 13.5 Amendment 64 Section 13.6 Entire Agreement 64 Section 13.7 No Third-Party Beneficiaries 65 Section 13.8 No Waiver 65 Section 13.9 Counterparts 65 Section 13.10 Exhibits and Schedules 65 Section 13.11 Counsel 65 Section 13.12 Time of the Essence 65 Section 13.13 No Presumption against Drafting Party 66 Section 13.14 Specific Performance 66 Section 13.15 Governing Law 66 Section 13.16 Waiver of Jury Trial 66 SCHEDULES
