Common use of Procedures Relating to Indemnification of Tax Claims Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement (Tecumseh Products Co), Purchase Agreement (Tecumseh Products Co)

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Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 12.5.2.1 If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 12.5.1 (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.

Appears in 2 contracts

Samples: Contribution and Purchase Agreement (Tecumseh Products Co), Contribution and Purchase Agreement (Tecumseh Products Co)

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 6.16(a) (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 relating to Taxes (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 Party’s position is actually prejudiced as a result thereof.

Appears in 1 contract

Samples: Acquisition Agreement (Adc Telecommunications Inc)

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 9.7.2.1 If one party Party is responsible for the payment of Taxes pursuant to Section 9.6.1 9.7.1 (the "Tax Indemnifying Party"), and the other party 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 Party effectively to contest such Tax Claim, or in reasonable detail to apprise such party 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 stockholders or representativesRepresentatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tecumseh Products Co)

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 9.7.2.1 If one party Party is responsible for the payment of Taxes pursuant to Section 9.6.1 9.7.1 (the "Tax Indemnifying Party"), and the other party 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 Party effectively to contest such Tax Claim, or in reasonable detail to apprise such party 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 stockholders or representativesRepresentatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Franklin Electric Co Inc)

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 9.5(a) (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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hexacomb CORP)

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 PartyTAX INDEMNIFYING PARTY"), and the other party (the "Tax Indemnified PartyTAX INDEMNIFIED PARTY") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax ClaimTAX 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Winfred Berg Licensco Inc)

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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.

Appears in 1 contract

Samples: Purchase Agreement (Regal Beloit Corp)

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 10.6(a) (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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sensus Metering Systems Inc)

Procedures Relating to Indemnification of Tax Claims. 9.6.2.1 (i) If one party is responsible for the payment of Taxes pursuant to Section 9.6.1 9.5(a) (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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pactiv Corp)

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