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

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. (a) If a claim shall be made by any taxing authority, which, if successful, 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 Buyer pursuant to this Section 12.1, 11.01 (a “Tax Claim”) to the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written party receiving notice of such claimTax Claim, give notice to such party shall promptly notify the other party (the "Second Party") of such Tax Claim in writing and in reasonable detail. If notice of a Tax Claim is not given to such other party within fifteen (15) days, such other party shall not be liable in respect 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 Claim to the extent the Second Party has been that such other party’s position is 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)thereof. With respect to any Tax Claim relating to a Pre-taxable period that ends on or before the Closing Tax Period for which Xxxxxx has indemnified MergerCoDate, Xxxxxx Seller 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, may either pay the Tax claimed and xxx for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. ; provided, however, that with respect to any such Tax Claim that could potentially affect Tax liabilities of Buyer or the Company or the Company Subsidiaries for any Post-Closing Tax Period, Seller will keep Buyer informed of all material developments and events. (b) With respect to any Tax Claim related relating to a Post-taxable period that ends after the Closing Tax Period or with respect to which MergerCo has otherwise indemnified XxxxxxDate (including any Straddle Period), MergerCo Buyer 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, may either pay the Tax claimed or and xxx for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent ; provided, however, that with respect to any such Tax Claim relates to both a that could potentially affect Tax liabilities of Seller or the Company or the Company Subsidiaries for any Pre-Closing Tax Period and a Post-Closing Tax Period, Buyer will keep Seller informed of all material developments and events. (c) Buyer and the Company and each of their respective Affiliates shall cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon request) the provision to the other party of records and information 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 a Tax Claim for which both parties may be obligated, Xxxxxx and MergerCo shall jointly participate in the resolution of testify at proceedings relating to such Tax Claim and shall each proceed in good faith to achieve a mutually agreeable resultClaim.

Procedures Relating to Indemnification of Tax Claims. If a claim an inquiry 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 Acquiror Indemnitee relating 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 Payment Taxes (a "Tax Claim"), Intercardia shall as promptly as reasonably practicable notify Interneuron in writing of such claim; provided, however, that the failure of the First Party to give such notice shall not affect the indemnification provided hereunder except to the extent the Second Party Interneuron 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)failure. With respect to any Tax Claim relating to a Pre-Closing Tax Period for which Xxxxxx has indemnified MergerCoClaim, Xxxxxx Intercardia shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel reasonably acceptable to Interneuron) and Interneuron shall be entitled to participate in any such proceedings and, without limiting the foregoing, Intercardia 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, Intercardia may either pay the Tax 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 ; provided, however, that (i) Interneuron shall have no liability for indemnification under this Section 10 for any Tax Claim related to a Post-Closing Tax Period or with respect to Claims if any payment of the tax claimed was made by Intercardia without Interneuron's prior written consent, which MergerCo has otherwise indemnified Xxxxxxconsent shall not be unreasonably withheld, MergerCo shall and (ii) Interneuron may, upon written request, assume control of such proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) andincluding, without limiting the generality of the foregoing, may assuming the rights of Intercardia in its sole discretion pursue or forego the preceding clause and Intercardia shall be entitled to continue to participate in any such proceeding. Intercardia and all administrative appealsInterneuron shall cooperate in contesting any Tax Claim, proceedingswhich cooperation shall include, hearings without limitation, the retention and conferences with any taxing authority with respect thereto(upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, and may, in its sole discretion, either pay the Tax claimed making employees available on a mutually convenient basis to provide additional information or xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in explanation of any permissible manner. To the extent that any Tax Claim relates to both a Pre-Closing Tax Period and a Post-Closing Tax Period, material provided hereunder or to a Tax Claim for which both parties may be obligated, Xxxxxx and MergerCo shall jointly participate in the resolution of testify at proceedings relating to such Tax Claim and shall each proceed in good faith to achieve a mutually agreeable resultClaim.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any taxing authority, which, if successful, 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 Buyer pursuant to this Section 12.1, 11.01 (a “Tax Claim”) to the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written party receiving notice of such claimTax Claim, give notice to such party shall promptly notify the other party (the "Second Party") of such Tax Claim in writing and in reasonable detail. If notice of a Tax Claim is not given to such other party within fifteen (15) days, such other party shall not be liable in respect 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 Claim to the extent the Second Party has been that such other party’s position is 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)thereof. With respect to any Tax Claim relating to a Pre-taxable period that ends on or before the Closing Tax Period for which Xxxxxx has indemnified MergerCoDate, Xxxxxx Seller 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, may either pay the Tax claimed and xxx for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. ; provided, however, that with respect to any such Tax Claim that could potentially affect Tax liabilities of Buyer or the Company or the 59 Company Subsidiaries for any Post-Closing Tax Period, Seller will keep Buyer informed of all material developments and events. (b) With respect to any Tax Claim related relating to a Post-taxable period that ends after the Closing Tax Period or with respect to which MergerCo has otherwise indemnified XxxxxxDate (including any Straddle Period), MergerCo Buyer 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, may either pay the Tax claimed or and xxx for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. To the extent ; provided, however, that with respect to any such Tax Claim relates to both a that could potentially affect Tax liabilities of Seller or the Company or the Company Subsidiaries for any Pre-Closing Tax Period and a Post-Closing Tax Period, Buyer will keep Seller informed of all material developments and events. (c) Buyer and the Company and each of their respective Affiliates shall cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon request) the provision to the other party of records and information 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 a Tax Claim for which both parties may be obligated, Xxxxxx and MergerCo shall jointly participate in the resolution of testify at proceedings relating to such Tax Claim and shall each proceed in good faith to achieve a mutually agreeable resultClaim.

Procedures Relating to Indemnification of Tax Claims. If (a) If, after the Closing Date, an aud it, investigation, discussion with any taxing authority or similar proceeding with respect to Tax matters (the “Tax Proceeding ”) shall have previously been initiated, shall be commenced, or a claim shall be made made, by any taxing authority, which, if successful, which 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 12.18.02, the First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written party receiving notice of such claim, give notice to Tax Proceeding shall promptly notify the other party (the "Second Party") in writing of such claim (a "Tax Claim")Proceeding; provided, however, the that 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 obligations under Section 8.02, unless such failure materially prejudices the indemnifying party. (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). b) With respect to any Tax Claim relating Proceeding which might result in an indemnity payment pursuant to a Pre-Section 8.02(a), after the Closing Tax Period for which Xxxxxx has indemnified MergerCo, Xxxxxx Date Purchaser shall have the right to control all proceedings and may make all decisions taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in its sole discretion with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable discretion, either pay the Tax claimed and xxx for a refund where applicable law Law permits such refund suits or contest the Tax Claim Proceeding in any permissible manner. . (c) With respect to any Tax Claim related Proceeding which might result in an indemnity payment pursuant to a Post-Closing Tax Period or with respect Section 8.02(b), the Seller shall have the right to which MergerCo has otherwise indemnified Xxxxxx, MergerCo shall control all proceedings and may make all decisions taken in connection with such Tax Claim Proceeding (including selection of counsel) and, without limiting the foregoing, may in its sole discretion with the consent of the other party (which consent shall not be unreasonably withheld) pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable discretion, either pay the Tax claimed or and xxx for a refund where applicable law Law permits such refund suits or contest the Tax Claim Proceeding in any permissible manner. (d) With respect to any Tax Proceeding which might result in an indemnity payment pursuant to Section 8.02(a) or Section 8.02(b) (a “Joint Tax Proceeding ”), after the Closing Date Purchaser and Seller shall jointly control, and each shall have the right to participate in all activities and strategic decisions with respect to such Joint Tax Proceedings at their own expense. To There shall be no settlement or closing or other agreement with respect to a Joint Tax Proceeding without the consent of the other party, which consent will not be unreasonably withheld; provided, however, that if either party shall refuse to consent to any settlement, closing or other agreement that the other party proposed to accept (a “Proposed Settlement ”), then (a) the liability with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been to that party if the Proposed Settlement has been accepted, and (b) the other party shall be responsible for all expenses incurred thereafter in connection with the contest of such Joint Tax Proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed, in which case such party shall be responsible for a portion of such expenses equal to the lesser of (i) 50% of such expenses and (ii) the amount by which the liability imposed on such party by the final settlement is less than that which would have been imposed by the Proposed Settlement. Either Purchaser or Seller may assume sole control of any Joint Tax Proceeding if it acknowledges in writing that it has sole responsibility for any Tax Claim relates to both a Pre-Closing liabilities that might arise in such Joint Tax Period and a Post-Closing Tax PeriodProceeding. (e) Notwithstanding the foregoing, or with respect to a Tax Claim Proceeding which relates to the basis of Seller’s assets for which both parties may be obligatedDutch corporate income tax purposes as set forth on the Opening Tax Balance Sheet, Xxxxxx following the date of this Agreement until the Closing Date, Seller shall regularly consult with Purchaser regarding all material activities and MergerCo shall jointly participate in the resolution all strategic decisions of and relating to such Tax Claim Proceedings prior to undertaking such activities or strategic decisions and shall take account of, reflect, or implement all of the Purchaser's comments and suggestions that Seller reasonably determines appropriate. For the avoidance of doubt, nothing in this Section 8.03(e) shall limit or modify the parties rights or obligations under section 5.01(j) or (k). Seller and Purchaser shall each proceed bear its own expenses relating to the matters described in good faith to achieve a mutually agreeable resultthis section.