Common use of Procedures Relating to Indemnification Clause in Contracts

Procedures Relating to Indemnification. If notice of a pending or threatened audit is not given to the indemnifying party promptly after receipt of correspondence from any taxing authority, or in reasonable detail to apprise the indemnifying party of the nature of the proposed adjustments, such failure to provide notice promptly shall not relieve the indemnifying party of its obligations under this agreement, except to the extent that the failure to notify timely actually prejudices the indemnifying party's ability to contest such matter. With respect to any audit, the indemnifying party shall control all proceedings taken solely in connection with such audit (including, without limitation, selection of and payment for counsel reasonably acceptable to indemnitee) 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 sue xxx a refund where applicable law permits such refund suits or contest the audit adjustments in any permissible manner; provided, however, that if (i) the results of such proceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of Amscan or Svenxxxxxxx, xx their ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the closing of the exchange of certain shares of capital stock owned by Svenxxxxxxx xxx shares of Common Stock of Amscan or (ii) any such proceeding, suit, contest, claim, hearing, compromise or proposed settlement or procedure involves taxes other than taxes subject to indemnification, the parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the conduct of such matters. The indemnitee and the indemnifying party shall cooperate in contesting any audit, which cooperation shall include, without limitation, the retention and provision to the indemnifying party of records and information which are reasonably relevant to such audit 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 audit.

Procedures Relating to Indemnification. If notice of a pending or threatened audit is not given to the indemnifying party promptly after receipt of correspondence from any taxing authority, or in reasonable detail to apprise the indemnifying party of the nature of the proposed adjustments, such failure to provide notice promptly shall not relieve the indemnifying party of its obligations under this agreement, except to the extent that the failure to notify timely actually prejudices the indemnifying party's ability to contest such matter. With respect to any audit, the indemnifying party shall control all proceedings taken solely in connection with such audit (including, without limitation, selection of and payment for counsel reasonably acceptable to indemnitee) 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 sue xxx for a refund where applicable law permits such refund suits or contest the audit adjustments in any permissible manner; providedPROVIDED, howeverHOWEVER, that if (i) the results of such proceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a material adverse effect on the assets, business, operations or financial condition of Amscan or SvenxxxxxxxXxxxxxxxxxx, xx or their ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the closing of the exchange of certain shares of capital stock owned by Svenxxxxxxx xxx Xxxxxxxxxxx for shares of Common Stock of Amscan or (ii) any such proceeding, suit, contest, claim, hearing, compromise or proposed settlement or procedure involves taxes other than taxes subject to indemnification, the parties hereto shall consult and mutually agree on a reasonable good faith basis upon all aspects of the conduct of such matters. The indemnitee and the indemnifying party shall cooperate in contesting any audit, which cooperation shall include, without limitation, the retention and provision to the indemnifying party of records and information which are reasonably relevant to such audit 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 audit.