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

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a) (any such claim, a “Tax Claim”), the Party which receives such claim shall notify the other Party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a Party to give such notice to the other Party shall not affect the indemnification provided under Section 6.06(a) except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/), Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)

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Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(aSections 6.05(a) or 6.05(b) (any such claim, a “Tax Claim”), the Party party which receives such claim shall notify the other Party party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a an Indemnified Party to give such notice to the other an Indemnifying Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure.

Appears in 1 contract

Samples: Stock Purchase Agreement (Illinois Tool Works Inc)

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Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Taxing Authority, which, if successful, might reasonably result in a claim for indemnity pursuant to Section 6.06(a7.06(a) (any such claim, a “Tax Claim”), the Party party which receives such claim shall notify the other Party party in writing within fifteen (15) days of receipt of such Tax Claim; provided, that the failure of a an Indemnified Party to give such notice to the other an Indemnifying Party shall not affect the indemnification provided under Section 6.06(a) hereunder except to the extent that the Indemnifying Party has actually been materially prejudiced by such failure.

Appears in 1 contract

Samples: Master Transaction Agreement (GNC Holdings, Inc.)

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