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

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. (ia) 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 If Genezen or Purchaser receives written notice of a claim by any taxing authority, which, if successful, might result in an indemnity payment to Genezen, Purchaser, one of their Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 10.01 (a “Tax ProceedingClaim”), Genezen or Purchaser shall, within [***] ([***]) days of receipt of such notice, notify Seller and Seller Parent in writing of such Tax Claim in reasonable detail to apprise Seller of the nature of the Tax Claim. (b) Purchaser shall control all proceedings taken in connection with any Tax Claim; provided, however, (i) Purchaser shall keep Seller shall (A) keep Purchaser reasonably informed of the progress of such Tax Claim, (ii) Seller, at its sole cost and consult expense, shall be permitted to fully participate in the defense of such Tax Claim, (iii) Purchaser shall diligently prosecute such Tax Claim in good faith with faith, and (iv) that Purchaser with respect shall not settle any claim for Taxes relating 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 proceedings ​ ​ without the Seller’s 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 sentenceextent any such settlement would adversely affect Seller or any of its Affiliates or oblige it to make any indemnification payments for any Pre-Closing Tax Period. (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.