Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.1, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.
Procedures Relating to Tax Indemnification. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnifying payment to Buyer or Seller or one of its Affiliates pursuant to Section 10.1 or Section 10.2, the party receiving notice of such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If notice of a Tax Claim is not given to the Indemnifying Party promptly after receipt of correspondence from any taxing authority requesting audit adjustments, or in reasonable detail to apprise the Indemnifying Party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, such failure to provide notice promptly will not relieve the Indemnifying Party of its obligations under this Section 10.7 except and to the extent that the failure to timely notify actually prejudices the Indemnifying Party's ability to contest such Tax Claim. With respect to any Tax Claim the Indemnifying Party shall control all proceedings taken solely in connection with such Tax Claim (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 Tax Claim in any permissible manner; provided, however, that if (i) the results of such proceeding, 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 Buyer, the Company or any of their Affiliates or their ability to treat any income or losses in a particular manner for tax calculation purposes for taxable periods ending after the Closing Date 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, the Company, and the Indemnifying Party shall cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provisi...
Procedures Relating to Tax Indemnification. (i) If a claim for Taxes, including notice of a pending audit, shall be made by any Governmental Authority in writing (a “Tax Claim”), which, if successful, might result in an indemnity payment pursuant to this Section 8.1, the party seeking indemnification (the “Tax Indemnified Party”) shall notify the other party (the “Tax Indemnifying Party”) promptly in writing of the Tax Claim. Failure to give prompt notice of a Tax Claim (a “Tax Notice”) shall not relieve the Tax Indemnifying Party of liability under this Agreement except to the extent that the Tax Indemnifying Party demonstrates that the Tax Indemnifying Party’s position is materially prejudiced as a result thereof.
Procedures Relating to Tax Indemnification. (a) If a claim for Taxes, including notice of a pending audit, shall be made by any Tax Authority in writing, which, if successful, could result in an indemnity payment pursuant to Section 9.1 (any such claim, a “Tax Claim”), the party seeking indemnification (the “Tax Indemnified Party”) shall notify the other party (the “Tax Indemnifying Party”) in writing of the Tax Claim within the shorter of (i) fifteen (15) Business Days after receipt of such Tax Claim or (ii) a period equal to one half of the number of Business Days from the date such Tax Claim is received until the first date a response is due with respect thereto. If notice of a Tax Claim is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is actually prejudiced as a result thereof.
Procedures Relating to Tax Indemnification. (i) If a written notice of a pending audit or assessment by any Taxing authority (a “Tax Claim”) is received by one party (together with its Affiliates, the “Tax Indemnified Party”), which, if successful, might result in an indemnity payment pursuant to this
Procedures Relating to Tax Indemnification. (i) If any claim for Taxes is made by any governmental authority that, if successful, would result in an indemnity payment pursuant to Section 5.2(a) (a "Tax Claim"), or if notice is given by any governmental authority of the commencement of an audit with respect to Taxes that could give rise to such a Tax Claim (a "Tax Audit"), the party seeking indemnification (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") in writing of the Tax Claim or Tax Audit within 45 days of receipt of such claim or such notice, as the case may be, and in sufficient detail to apprise the Indemnifying Party of the nature of the Tax Claim or the Tax Audit. If notice of a Tax Claim or a Tax Audit is not given to the Indemnifying Party within such 45 day period or in detail sufficient to apprise the Indemnifying Party of the nature of the Tax Claim or the Tax Audit, the Indemnifying Party shall not be liable to the Indemnified Party to the extent that the Indemnifying Party's position is actually and materially prejudiced as a result thereof.
Procedures Relating to Tax Indemnification. (a) If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any taxing authority to the Buyer or the Company Group (or any member thereof), which, if successful, could result in an indemnity payment pursuant to Section 11.1(a) or a loss or reduction of a Tax Refund (a “Tax Claim”), the Buyer or the Company Group (or any member thereof) shall promptly notify the Sellers’ Representative in writing of the Tax Claim. Such notice will state the nature and basis of the Tax Claim and the amount thereof, to the extent known; provided, however, that failure to give such notification Table of Contents shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure
Procedures Relating to Tax Indemnification. (i) If a Tax Claim is made, which, if successful, could result in an indemnity payment pursuant to this Section 6.9, the Tax Indemnified Party shall notify the Tax Indemnifying Party in writing of the Tax Claim within twenty (20) Business Days of receipt of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within such twenty (20) Business Days or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party’s position is prejudiced as a result thereof.
Procedures Relating to Tax Indemnification. (a) If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to Section 9.01 or 9.02, the party receiving such claim shall promptly notify the other party in writing of such claim (a "Tax Claim"). If the indemnified party receives notification of a Tax Claim and fails to notify the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, or in reasonable detail to apprise the indemnifying party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to the indemnified party, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that indemnifying party's position is actually prejudiced as a result thereof.
Procedures Relating to Tax Indemnification. (a) If Purchaser receives notification of a claim being made by any Taxing Authority, which, if successful, might result in an indemnity payment to a Purchaser Indemnified Party pursuant to Section 9.01, Purchaser shall promptly notify Seller in writing of such claim (a "Tax Claim"). If after Purchaser receives notification of a Tax Claim, notice of such Tax Claim is not given to Seller within a sufficient period of time to allow Seller to effectively contest such Tax Claim, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to Purchaser, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that Seller's position is actually prejudiced as a result thereof. If Seller receives notification of a Tax Claim, Seller shall promptly notify Purchaser of such claim.
