Procedures Relating to Tax Claims. If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to the Purchaser or any of its Affiliates pursuant to this Article X, the Purchaser shall notify the Seller of such claim (a "TAX CLAIM"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Seller from any liability which it may have on account of this indemnification or otherwise, except to the extent that the Seller is materially prejudiced thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume control of any defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period) with its own counsel, provided, however, such counsel is reasonable satisfactory to the Purchaser. The Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by the Seller or for which the Seller would be liable pursuant to this Article X. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. The Purchaser and the Company shall cooperate with the Seller in contesting any Tax Claim, which cooperation shall include the retention and, upon the Seller's request, the provision of records and information which 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. Notwithstanding the foregoing, the Seller shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of any Tax Claim with respect to any liability for Taxes that may affect the liability for any state or federal income tax of the Company or any Affiliated Group of which the Company is a member for any taxable period ending subsequent to the Closing Date without the prior written consent of the Purchaser, and neither the Seller, nor any Seller Entity, shall file an amended Tax Return that may affect the liability for Taxes of the Company without the prior written consent of the Purchaser. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the Company.
Procedures Relating to Tax Claims. (a) If Buyer or the Company receives notice of a pending audit of the Company, or if an assessment or written claim for Taxes shall be made by any governmental body or authority, which audit, assessment or claim, if successful, might result in a payment to Buyer pursuant to Section 8.1.1(a) or Section 6 for breach of any representation or warranty under Section 3.7 (a “Tax Claim”), Buyer or the Company shall forward a copy of such Tax Claim to Sellers within 30 days of receipt of such Tax Claim. If Buyer or the Company fails to forward a copy of such Tax Claim within such period, Sellers shall not be liable to the Buyer to the extent Sellers’ position with respect to such Tax Claim is prejudiced as a result of such failure.
Procedures Relating to Tax Claims. (i) If any Taxing Authority makes a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice of such Tax Claim to the other party hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority.
Procedures Relating to Tax Claims. (a) After the Closing, each of Purchaser, on the one hand, and Parent, on the other hand (the “Recipient”), shall promptly notify the other party in writing upon receipt by the Recipient or any of its Affiliates of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative judicial proceeding or other similar Claim relating to Taxes (“Tax Claim”) received by the Recipient from any Governmental Authority or any other party to the extent such Tax Claim may give rise to an indemnification right under Section 12.2, Section 12.3 or Section 13.4 under this Agreement; provided, however, that a failure by Purchaser or the Parent to give such notice shall not affect the other party’s rights to indemnification under Article 12 or Article 13 unless the other party is materially adversely prejudiced as a consequence of such failure.
Procedures Relating to Tax Claims. (i) After the Closing, the Purchaser, on the one hand, and the Principal Member, on the other hand (the “Recipient”), shall promptly notify the other Party in writing upon receipt by the Recipient or any of its Affiliates of any written notice of any pending or threatened audit or assessment, suit, proposed adjustment, deficiency, dispute, administrative or judicial Proceeding or other similar Claim (“Tax Claim”) received by the Recipient from any Governmental Authority or any other Person with respect to Losses for which the Principal Member may be liable under this Agreement; provided, however, that a failure by the Purchaser or the Principal Member to give such notice shall not affect the other Party’s rights to indemnification under Article IX or this Section 10.14 except to the extent (if any) that the Indemnifying Party shall have been actually prejudiced thereby.
Procedures Relating to Tax Claims. (a) The Seller shall, at its own expense, control any audit of or proceeding involving any Tax of the Company or its Subsidiaries if such claim either (i) relates solely to a Pre-Closing Period or (ii) relates to a Combined Tax Return and, without limiting the foregoing, may in its sole discretion pursue or forgo 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; provided that any such pursuit (or decision to forgo such pursuit), payment, contest or other action in connection therewith does not materially increase any obligations of the Company or any Subsidiary thereof with respect to Taxes for a Post-Closing Period or materially affect any Tax attribute of the Company or any Subsidiary thereof for a Post-Closing Period; provided, further, that in the event that the Seller receives a claim for Taxes or a notice of a pending or threatened audit from any Taxing Authority in writing (a “Tax Claim”) with respect to a Tax Return (other than a Combined Tax Return) that relates to the Company or a Subsidiary for any such period, the Seller shall promptly notify Purchaser of such Tax Claim and of any action taken or proposed to be taken. In the event that the Purchaser wishes to participate (but not control the conduct of) in such audit or proceeding relating solely to the Company and its Subsidiaries, it may do so at its own expense.
Procedures Relating to Tax Claims. The Purchaser and the Sellers shall cooperate fully, as and to the extent reasonably requested, in connection with any audit, litigation or other proceeding with respect to Taxes and Tax Returns (other than a proceeding described in Article 12 which shall be governed by Article 12). Such cooperation shall include the retention, and (upon the other party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided, further, no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party. The Sellers agree to retain all books and records with respect to Tax matters pertinent to the Chinese Joint Venture relating to the Tax periods ending prior to the Closing Date, until the expiration of any applicable statute of limitations or extensions thereof.
Procedures Relating to Tax Claims. The Purchaser and the Sellers shall cooperate fully, as and to the extent reasonably requested, in connection with any audit, litigation or other proceeding with respect to Taxes and Tax Returns (other than a proceeding described in Article 12 which shall be governed by Article 12). Such cooperation shall include the retention, and (upon the other party’s request) the provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided, further, no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party.
Procedures Relating to Tax Claims. (a) If an audit, examination, inquiry or other claim shall be made by any Tax authority which, if successful, might result in an indemnity payment pursuant to Section 8.9.2(a), or if a party otherwise wishes to assert a claim for indemnification pursuant to Section 8.9.2(a) (each a “Tax Claim”), the indemnified parties shall deliver written notice, specifying the basis for and amount (if known) of the claim asserted, to the other party within five (5) days of the date such Tax Claim becomes known; provided that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying parties have been prejudiced as a result of such failure.
Procedures Relating to Tax Claims. If a claim is made by any Tax authority which, if successful, is likely to result in an indemnity payment to Buyer or any of its affiliates pursuant to this Article V, Buyer shall notify Seller of such claim (a "TAX CLAIM"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Seller from any liability which it may have on account of this indemnification or otherwise, except to the extent that Seller is materially prejudiced thereby. Seller will have the right, at its option, upon timely notice to Buyer, to assume control of any defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period) with its own counsel. Seller's right to control a Tax Claim will be limited to amounts in dispute which would be paid by Seller or for which Seller would be liable pursuant to this
