Common use of Procedures Relating to Tax Indemnification Clause in Contracts

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 provision to the Indemnifying Party 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 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee or the Company settle or otherwise compromise any Tax Claim without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld.

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 Sellers 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 10.6 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 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 if: (i) the results of such proceedingproceedings, 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 Date; or (ii) any such proceedingproceedings, 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, Indemnitee and the Indemnifying Party and each Affiliate shall cooperate in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to the Indemnifying Party 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 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee or the Company settle or otherwise compromise any Tax Claim without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld.

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 11 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 Claim, the Indemnifying Party shall may 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 for a refund where applicable law Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that if (i) the results of such proceedingproceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a Material Adverse Effect material adverse effect on the assets, business, operations or financial condition of Buyer, the Company Indemnitee or any of their Affiliates or their its 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 proceedingproceedings, 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, Indemnitee 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 provision to the Indemnifying Party 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 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee or the Company settle or otherwise compromise any Tax Claim without the Indemnifying Party's prior written consent, which shall not be unreasonably withheld.

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 11 except and to the extent that the failure to timely notify actually prejudices the Indemnifying Party's ’s ability to contest such Tax Claim. With respect to any Tax Claim Claim, the Indemnifying Party shall may 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 for a refund where applicable law Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that if (i) the results of such proceedingproceedings, suit, contest, claim, hearing, compromise or proposed settlement could reasonably be expected to have a Material Adverse Effect material adverse effect on the assets, business, operations or financial condition of Buyer, the Company Indemnitee or any of their Affiliates or their its 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 proceedingproceedings, 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, Indemnitee 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 provision to the Indemnifying Party 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 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Indemnitee or the Company settle or otherwise compromise any Tax Claim without the Indemnifying Party's ’s prior written consent, which shall not be unreasonably withheld.

Procedures Relating to Tax Indemnification. If a claim for Taxes, including, without limitation, notice of a pending audit, shall be made by any taxing authorityauthority in writing (a "Tax Claim"), which, if successful, might result in an indemnifying indemnity payment to Buyer or Seller or one of its Affiliates pursuant to Section 10.1 or Section 10.24.7(a) hereof, the party receiving notice of such claim seeking indemnification (the "Tax Indemnified Party") shall promptly notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within fifteen business days of receipt of such claim (a "Tax Claim"). If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party promptly after receipt of correspondence from any taxing authority requesting audit adjustments, within such period or in reasonable detail sufficient to apprise apprize the Tax 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 shall not be liable to the Tax Indemnified Party to the extent that the failure to timely notify actually prejudices the Tax Indemnifying Party's ability to contest such Tax Claimposition would be prejudiced as a result thereof. With respect to any Tax Claim the Indemnifying which might result in an indemnity payment to a Buyer Indemnified Party pursuant to Section 4.7(a) hereof (other than a Tax Claim for a Straddle Period or a Conveyance Tax which is allocated between Seller and Buyer pursuant to Section 4.7(g) hereof or any other proceeding involving Taxes for which Buyer has an indemnification obligation pursuant to Section 4.7(a)), Seller shall control all proceedings taken solely in connection with such Tax Claim (including, without limitation, selection of and payment for counsel reasonably acceptable to Indemniteecounsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed Claim and sue xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner; provided, however, that if (i) . In no case shall any of the results Buyer Tax Indemnified Parties settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller's prior written consent. Seller shall keep Buyer informed in respect of all material aspects of such proceedingTax Claims and Buyer may also participate in such proceedings at its own expense. If Seller determines that it will not contest such a Tax Claim, suitSeller shall so notify Buyer in timely fashion and expressly affirm its obligation to indemnify Buyer in respect of such Tax Claim. Failing such notification, contestBuyer shall be entitled, claimbut shall not be required, hearing, compromise or proposed settlement could to take actions that it reasonably be expected deems appropriate to have a Material Adverse Effect on the assets, business, operations or financial condition of protect its interests. Buyer, the Company or Railcar Subsidiaries, their affiliates and 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 successors thereto 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 reasonably cooperate with Seller in contesting any such Tax Claim, which cooperation shall include, without limitation, the retention for the period described in Section 4.7(c)(iii) and (upon Seller's request) the provision providing reasonable access to the Indemnifying Party Seller and its representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are reasonably relevant to such Tax Claim, Claim and making employees available on a mutually convenient basis at reasonable times and without undue interference with the employer's business operations to provide additional information or explanation of any material 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case With respect to Tax Claims in states or localities in which the Elections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), in the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Buyer shall have the Indemnitee or right, at its expense, to control the Company settle or otherwise compromise proceeding with respect to such Post-Closing Tax Period items. Seller and Buyer shall jointly control the resolution of any Tax Claim relating to a Straddle Period or to any Conveyance Tax the liability of which is allocated between Seller and Buyer pursuant to Section 4.7(g) hereof, and, to the extent that the parties cannot agree on the resolution of any such Tax Claim, such disagreement shall be resolved pursuant to the Tax Dispute Resolution Mechanism. With respect to Tax Claims relating to Pre-Closing Taxes in states or localities in which the Elections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), neither the Buyer, the Railcar Subsidiaries nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party's liability for Taxes for such year or a subsequent year without the Indemnifying Party's prior written consentconsent of the other party, which shall consent may not be unreasonably withheld. The Buyer, the Railcar Subsidiaries and the Seller agree to cooperate in the defense against or compromise of any claim in any such Tax Claim proceeding.

Procedures Relating to Tax Indemnification. If a claim for Taxes, including, without limitation, notice of a pending audit, shall be made by any taxing authorityauthority in writing (a “Tax Claim”), which, if successful, might result in an indemnifying indemnity payment to Buyer or Seller or one of its Affiliates pursuant to Section 10.1 or Section 10.24.7(a) hereof, the party receiving notice of such claim seeking indemnification (the “Tax Indemnified Party”) shall promptly notify the other party (the “Tax Indemnifying Party”) in writing of the Tax Claim within fifteen business days of receipt of such claim (a "Tax Claim"). If notice of a Tax Claim (a “Tax Notice”) is not given to the Tax Indemnifying Party promptly after receipt of correspondence from any taxing authority requesting audit adjustments, within such period or in reasonable detail sufficient to apprise apprize the Tax 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 shall not be liable to the Tax Indemnified Party to the extent that the failure to timely notify actually prejudices the Tax Indemnifying Party's ability to contest such Tax Claim’s position would be prejudiced as a result thereof. With respect to any Tax Claim the Indemnifying which might result in an indemnity payment to a Buyer Indemnified Party pursuant to Section 4.7(a) hereof (other than a Tax Claim for a Straddle Period or a Conveyance Tax which is allocated between Seller and Buyer pursuant to Section 4.7(g) hereof or any other proceeding involving Taxes for which Buyer has an indemnification obligation pursuant to Section 4.7(a)), Seller shall control all proceedings taken solely in connection with such Tax Claim (including, without limitation, selection of and payment for counsel reasonably acceptable to Indemniteecounsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed Claim and sue xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner; provided, however, that if (i) . In no case shall any of the results Buyer Tax Indemnified Parties settle or otherwise compromise any Tax Claim referred to in the preceding sentence without Seller’s prior written consent. Seller shall keep Buyer informed in respect of all material aspects of such proceedingTax Claims and Buyer may also participate in such proceedings at its own expense. If Seller determines that it will not contest such a Tax Claim, suitSeller shall so notify Buyer in timely fashion and expressly affirm its obligation to indemnify Buyer in respect of such Tax Claim. Failing such notification, contestBuyer shall be entitled, claimbut shall not be required, hearing, compromise or proposed settlement could to take actions that it reasonably be expected deems appropriate to have a Material Adverse Effect on the assets, business, operations or financial condition of protect its interests. Buyer, the Company or Railcar Subsidiaries, their affiliates and 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 successors thereto 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 reasonably cooperate with Seller in contesting any such Tax Claim, which cooperation shall include, without limitation, the retention for the period described in Section 4.7(c)(iii) and (upon Seller's ’s request) the provision providing reasonable access to the Indemnifying Party Seller and its representatives of records and information for Pre-Closing Tax Periods and Straddle Periods which are reasonably relevant to such Tax Claim, Claim and making employees available on a mutually convenient basis at reasonable times and without undue interference with the employer’s business operations to provide additional information or explanation of any material 51 60 provided hereunder or to testify at proceedings relating to such Tax Claim. In no case With respect to Tax Claims in states or localities in which the Elections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), in the event that issues relating to a liability for Taxes for a Pre-Closing Tax Period are required to be dealt with in the same proceeding as separate issues relating to a liability for Taxes for a Post-Closing Tax Period, Buyer shall have the Indemnitee or right, at its expense, to control the Company settle or otherwise compromise proceeding with respect to such Post-Closing Tax Period items. Seller and Buyer shall jointly control the resolution of any Tax Claim relating to a Straddle Period or to any Conveyance Tax the liability of which is allocated between Seller and Buyer pursuant to Section 4.7(g) hereof, and, to the extent that the parties cannot agree on the resolution of any such Tax Claim, such disagreement shall be resolved pursuant to the Tax Dispute Resolution Mechanism. With respect to Tax Claims relating to Pre-Closing Taxes in states or localities in which the Elections were not given effect (or any comparable elections under the provisions of state and local tax law were not made), neither the Buyer, the Railcar Subsidiaries nor the Seller shall enter into any compromise or agree to settle any Tax Claim pursuant to any proceeding which would materially increase the other party’s liability for Taxes for such year or a subsequent year without the Indemnifying Party's prior written consentconsent of the other party, which shall consent may not be unreasonably withheld.unreasonably