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

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 information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Boise Cascade shall reimburse Purchaser for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to Boise Cascade pursuant to Section 12.4, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Section 12.5.2.

Procedures Relating to Indemnification of Tax Claims. 12.5.1 (a) If a claim for Taxes is shall be made or a notice of an audit is issued by any taxing authority in writingauthority, which, if successful, successful might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 12.411.01 (a “Tax Claim”), the party seeking indemnification (the "Tax Indemnified Party") Buyer shall promptly notify the other party (the "Seller of such Tax Indemnifying Party") Claim in writing and in reasonable detail. If notice of such claim (a "Tax Claim") Claim is not given to Seller within a reasonably sufficient period of time to allow the Tax Indemnifying Party Seller to effectively to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party Seller of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure circumstances with respect to give prompt notice of a such Tax Claim hereunder Claim, Seller shall not affect the Tax Indemnifying Party's obligation under Section 12.4be liable to Buyer, except any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that the Tax Indemnifying Party Seller’s position is materially actually prejudiced by such failure to give prompt noticeas a result thereof. 12.5.2 (b) With respect to any Tax Claim which might result in an indemnity payment (other than a Tax Claim relating solely to Taxes of the Purchaser pursuant to Section 12.4 (including, without limitation, Taxes relating to Company or the Company Subsidiaries for a Straddle Period), Boise Cascade Seller shall have the right, at its own expense, to control all proceedings taken in connection with such Tax Claim (including selection of counsel) 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 xxx for a refund where xxxlicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner, provided Seller shall not enter into any settlement, compromise or consent to judgment with respect to 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 of Buyer, such consent not to be unreasonably withheld, provided, however that Seller shall be entitled to settle, compromise or consent to judgment without the consent of Buyer with respect to a Tax Claim if either (1) the Tax Claim will not result in any Tax liability to the Company or any Company Subsidiary in a Post-Closing Tax Period, or (2) the Tax Claim would result in such Tax liability but such liability arises as a result of an adjustment or change in any tax attributes of the Company or any Company Subsidiary, including, without limitation, any net operating loss, tax credit or tax basis. In connection with any proceeding Seller and Buyer shall jointly control all proceedings taken in connection with such Tax Claim, (i) Boise Cascade shall keep the Purchaser informed of all material developments and events relating to such any Tax Claim if involving relating solely to Taxes of the Company for a material liability for Taxes Straddle Period. (c) Seller, Buyer and (ii) the Purchaser shall have the right to participate, at its sole expense, in (but not control) any such proceedings. The Purchaser Company and each of their respective Affiliates shall cooperate with Boise Cascade in contesting such any Tax Claim, which cooperation shall include, without limitation, the issuance of a power of attorney, retention and (upon request) the provision to Boise Cascade of records and information which that 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. In connection with such cooperation, Boise Cascade shall reimburse Purchaser for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to (d) In no case shall Buyer or the Company or any of their respective Affiliates, officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company or any Company Subsidiary for a Straddle Period without the other party’s prior written consent, such consent shall not described in the preceding paragraph which might result in an indemnity payment to Boise Cascade pursuant to Section 12.4, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Section 12.5.2be unreasonably withheld.

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 applicable xxx 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 information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Boise Cascade shall reimburse Purchaser for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to Boise Cascade pursuant to Section 12.4, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Section 12.5.2.

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 Tax 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 authorityTax Authority. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's ’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 Holdings pursuant to Section 12.4 (including, without limitation, Taxes relating to a Straddle Pre-Closing Period), Boise Cascade Parent shall control all proceedings taken in connection with such Tax Claim to the extent relating to periods ending prior to the Closing or any Pre-Closing Period 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 Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue xxx for a refund where xxxlicable applicable law permits such refund suits or contest such Tax Claim. Boise Cascade Parent shall not under any circumstances settle or otherwise compromise any Tax Claim referred to in the preceding sentence without the Purchaser's Holdings’ prior written consent consent, not to be unreasonably withheld. In connection with any proceeding taken in connection with such Tax Claim, (i) Boise Cascade Parent shall keep the Purchaser Holdings informed of all material developments and events relating to such Tax Claim if involving a material liability for Taxes Taxes, and (ii) the Purchaser Holdings shall have the right to participate, at its sole expense, in (but not control) any such proceedings. The Purchaser Holdings shall cooperate with Boise Cascade Parent in contesting such Tax Claim, which cooperation shall include, without limitation, the issuance of a power of attorney, the provision to Boise Cascade Parent of records and information which are reasonably relevant to such Tax Claim, and making employees available to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In connection with such cooperation, Boise Cascade Parent shall reimburse Purchaser Holdings for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Claim not described in the preceding paragraph (including that which might result in an indemnity payment to Boise Cascade Parent pursuant to Section 12.4), the Purchaser Holdings shall control all proceedings in accordance with provisions that are parallel to those in Section 12.5.2.

Procedures Relating to Indemnification of Tax Claims. 12.5.1 If a claim for Taxes is shall be made or a notice of an audit is issued by any taxing authority in writingauthority, which, if successful, might would result in an indemnity payment to Buyer or one of its affiliates 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 8.2 (a "Tax Claim") ), Buyer shall promptly notify SDI in writing of such Tax Claim, stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Buyer. If notice of a Tax Claim is not given to SDI within a reasonably sufficient period of time to allow the Tax Indemnifying Party SDI to effectively to contest such Tax Claim, and or in reasonable detail to apprise the Tax Indemnifying Party SDI of the nature of the Tax Claim, in each case taking into account the facts and provide copies of all correspondence and documents received by it from the relevant taxing authority. Failure circumstances with respect to give prompt notice of a such Tax Claim hereunder Claim, SDI shall not affect be liable to the Tax Indemnifying Party's obligation under Section 12.4, except Company or Buyer or any of its affiliates to the extent that the SDI's ability to effectively contest such Tax Indemnifying Party Claim is materially actually prejudiced by such failure to give prompt notice. 12.5.2 as a result thereof. With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 12.4 (includingClaim, without limitation, Taxes relating to a Straddle Period), Boise Cascade SDI shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) 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, thereto and may, in its sole discretion, either pay the Tax claimed and sue xxx for a refund where xxxlicable applicable law permits such refund suits or contest such the Tax Claim. Boise Cascade shall not under Claim in any circumstances permissible manner; provided, however, that SDI may not, without Buyer's consent, settle or otherwise compromise close any tax matters if the results of a Tax Claim referred audit or proceeding are likely to in materially increase the preceding sentence without Tax liabilities of the Purchaser's prior written consent not to be unreasonably withheld. In connection with Company for any proceeding taken in connection with such Tax Claim, (i) Boise Cascade shall keep taxable period beginning on or after 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 proceedingsClosing Date. The Purchaser Company, Buyer and each of its affiliates shall cooperate with Boise Cascade SDI in contesting such any Tax Claim, which cooperation shall include, without limitation, include the issuance of a power of attorney, retention and (upon SDI's request) the provision to Boise Cascade SDI of records and information which that 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. In connection with such cooperation, Boise Cascade shall reimburse Purchaser for any out-of-pocket expenses incurred with respect thereto. 12.5.3 With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to Boise Cascade pursuant to Section 12.4, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in Section 12.5.2.