Common use of RESISTANCE OF CLAIMS Clause in Contracts

RESISTANCE OF CLAIMS. 7.1. If the Purchaser becomes aware of any Claim for Tax which may result in the Purchaser having a claim against the Covenantor under this Deed, the Purchaser shall give or procure that written notice is given to the Covenantor in the manner provided in Clause 4 of this Deed as soon as is reasonably practicable and no later than 10 days after becoming aware of the claim and the Covenantor shall, except in the case of fraud on the part of the Covenantor, be entitled at their sole discretion (but after consultation with the Purchaser) to resist such Claim for Tax in the name of the Purchaser or the relevant Group Company or any of them but at the expense of the Covenantor and to have the conduct of any appeal or incidental negotiations PROVIDED THAT:- 7.1.1. the relevant Group Company and the Purchaser shall be kept fully informed of all matters pertaining to the dispute; and 7.1.2. no material communication, written or otherwise, pertaining to the dispute (and in particular no proposal for or consent to any settlement or compromise thereof) shall be transmitted to any Tax Authority or any other taxation authorities or governmental body or authority without the same having been submitted to, and approved by, the Purchaser and the relevant Group Company; and 7.1.3. no application shall be made for postponement of Tax unless the Purchaser and the relevant Group Company shall be provided with such security as they may reasonably require in respect of sums subsequently becoming payable under this Deed. 7.2. The Purchaser shall procure that the relevant Group Company shall give the Covenantor reasonable co-operation, access and assistance, technical or otherwise, for the purpose of resisting such a Claim for Tax and shall provide such assistance as the Covenantor may reasonably require and all such information as may be available to the Purchaser at the relevant Group Company for avoiding, disputing, resisting, appealing or compromising or contesting any Claim for Tax provided that:- 7.2.1. the Covenantor shall not commence any proceedings beyond a court of first instance with respect to a Claim for Tax unless they have been advised by specialist Tax Counsel selected by agreement between the Purchaser and the Covenantor (or in default of agreement, selected by the President for the time being of the Law Society, after disclosure of all relevant information and documents, that it is reasonable to resist the Claim for Tax in the manner proposed by the Covenantor; and 7.2.2. the Covenantor reimburse the Purchaser an amount equal to all reasonable costs and expenses which may thereby be incurred.

RESISTANCE OF CLAIMS. 7.1. If 5.1 Without prejudice to the Purchaser indemnities contained in paragraph 2.1, if the Company or any of the Subsidiaries becomes aware of any matter or circumstance or of any Claim for Tax or receives any Claim for Tax which may result in the Purchaser having a claim against the Covenantor Covenantors under this Deedschedule, the Purchaser Company or the Subsidiary concerned shall give or procure that written notice is given thereof to the Covenantor in Covenantors giving reasonable details (including the manner provided in Clause 4 of this Deed amount) thereof as soon as is reasonably practicable and no later than 10 days after becoming aware of the claim and the Covenantor shall, shall (except in the case where an allegation of fraud on or wilful default or neglect is made) take such appropriate action as the part of Covenantors may reasonably request to dispute, resist, appeal, postpone, compromise or defend the Covenantor, be entitled at their sole discretion (but after consultation with the Purchaser) to resist such matter or Claim for Tax in the name of the Purchaser or the relevant Group Company or any of them but at the expense of the Covenantor and Covenantors PROVIDED THAT: (a) neither the Company nor the Subsidiary concerned shall be required to have take any action unless each of the conduct of any appeal or incidental negotiations PROVIDED THAT:- 7.1.1. the relevant Group Company and the Purchaser Subsidiaries is indemnified and secured to their satisfaction against all losses (including additional Tax liabilities, costs, damages and expenses) which may thereby be incurred; (b) neither the Company nor the Subsidiary concerned shall be kept fully informed required to take any action which consists of all matters pertaining to the dispute; and 7.1.2. no material communication, written a hearing before any tribunal or otherwise, pertaining to the dispute (and in particular no proposal for or consent to any settlement or compromise thereof) shall be transmitted to any Tax Authority or any other taxation authorities or governmental body or authority without the same having been submitted to, and approved by, the Purchaser and the relevant Group Company; and 7.1.3. no application shall be made for postponement of Tax unless the Purchaser and the relevant Group Company shall be provided with such security as they may reasonably require in respect of sums subsequently becoming payable under this Deed. 7.2. The Purchaser shall procure that the relevant Group Company shall give the Covenantor reasonable co-operation, access and assistance, technical or otherwise, for the purpose of resisting such a Claim for Tax and shall provide such assistance as the Covenantor may reasonably require and all such information as may be available to the Purchaser at the relevant Group Company for avoiding, disputing, resisting, appealing or compromising or contesting any Claim for Tax provided that:- 7.2.1. the Covenantor shall not commence any proceedings beyond a court of first instance with respect to a Claim for Tax law requested by the Covenantors unless they have been advised by specialist Tax Counsel selected by agreement between leading independent tax counsel acceptable to the Purchaser and Company or the Covenantor (or Subsidiary concerned in default of agreement, selected by the President for the time being of the Law Societyits reasonable discretion, after disclosure of all relevant information and documentsdocumentation, that it is reasonable to resist take such action; (c) neither the Claim for Tax in Company nor the manner proposed Subsidiary concerned shall be requested by the CovenantorCovenantors to take any action to resist, settle or compromise the claim in question which action the Company considers likely materially to affect adversely the future liability of the Company or any of the Subsidiaries to Tax; and 7.2.2. (d) neither the Covenantor reimburse Company nor the Purchaser an amount equal Subsidiary concerned shall be obliged to all reasonable costs appeal against any assessment, notice, demand or decision or take any other action requested by the Covenantors in relation thereto, if having given the Covenantors written notice of receipt thereof in accordance with the foregoing, neither the Company nor the Subsidiary concerned has within 21 days thereafter received instructions in writing from the Covenantors to do so, and expenses which in such circumstances the Company or the Subsidiary concerned shall be free to satisfy or settle the relevant claim on such terms as it may thereby be incurredin its absolute discretion think fit.

RESISTANCE OF CLAIMS. 7.1. 5.1 If the Purchaser Buyer or the Company becomes aware of any Claim for Tax which may result in the Purchaser Buyer having a claim against the Covenantor Seller under this Deedschedule, the Purchaser Buyer shall give or procure that written notice is given to the Covenantor Seller in the manner provided in Clause 4 by Schedule 8 of this Deed agreement as soon as is reasonably practicable and no later than 10 days after becoming aware of the claim and the Covenantor Seller shall, except in the case where an allegation of fraud on the part of the Covenantordishonesty, fraud, wilful misconduct, wilful concealment or neglect is made, forthwith be entitled at their its sole discretion (but after consultation with the PurchaserBuyer) to resist such Claim for Tax in the name of the Purchaser Buyer or the relevant Group Company or any of them but at the sole cost and expense of the Covenantor Seller and to have the conduct of any appeal or incidental negotiations PROVIDED THAT:-negotiations, provided that: 7.1.1. (a) the relevant Group Company and the Purchaser Buyer shall be kept fully informed of (and up to date with) all matters pertaining to the dispute; and; 7.1.2. (b) no material communication, written or otherwise, pertaining to the dispute (and in particular no proposal for or consent to any settlement or compromise thereof) shall be transmitted to any the relevant Tax Authority or any other taxation authorities or governmental body or authority without the same having been submitted to, to and approved byby the Buyer, the Purchaser and the relevant Group Company; andsuch approval not to be unreasonably withheld or delayed; 7.1.3. (c) no application shall be made for postponement of Tax unless the Purchaser Buyer and the relevant Group Company shall be provided with such security as they the Buyer may reasonably require in respect of sums subsequently becoming payable under this Deed.schedule; 7.2. The Purchaser (d) the Seller shall procure that the relevant Group Company shall give the Covenantor reasonable co-operation, access and assistance, technical or otherwise, for the purpose of resisting not be entitled to resist any such a Claim for Tax and shall provide such assistance as the Covenantor may reasonably require and all such information as may be available to the Purchaser at the relevant Group Company for avoidingbefore any court, disputing, resisting, appealing tribunal or compromising or contesting any Claim for Tax provided that:- 7.2.1. the Covenantor shall not commence any proceedings beyond a court of first instance with respect to a Claim for Tax other appellate body unless they have it has been advised by specialist Tax Counsel selected by agreement between the Purchaser and the Covenantor (or in default of agreement, selected by the President for the time being of the Law Societyleading tax counsel, after disclosure of all relevant information and documents, that it is reasonable to resist the Claim for Tax in the manner proposed by the CovenantorSeller; and 7.2.2. (e) neither the Covenantor reimburse Buyer nor the Purchaser an amount equal Company shall be obliged to undertake any action which it reasonably considers would be materially prejudicial to its business affairs or would materially increase its future liability to Tax. 5.2 The Buyer shall and shall procure that the Company shall give the Seller all commercially reasonable costs cooperation, access and expenses assistance, technical or otherwise, for the purpose of resisting such a Claim for Tax; provided that each of the Buyer and the Company is indemnified and secured to the satisfaction of the Buyer by the Seller against all Losses (including, for the avoidance of doubt, additional Tax Liabilities, costs, damages and expenses) which may thereby be incurred. 5.3 If the Seller does not request the Buyer or the Company to take any appropriate action or shall fail to indemnify and secure the Buyer or the Company to its reasonable satisfaction within twenty-one (21) days of the said notice to the Seller or shall fail in any of its other obligations under paragraph 5.1 above, the Buyer and/or the Company shall be free to pay or settle the Claim for Tax on such terms as it may in its absolute discretion thinks fit (and, for the avoidance of doubt, the Seller shall indemnify the members of the Buyer’s Group for any and all amounts or other Losses incurred or paid by any member of the Buyer’s Group in connection with such settlement or payment as contemplated by this schedule).

RESISTANCE OF CLAIMS. 7.1. 6.1 If the Purchaser Buyer's Group or the Company becomes aware of any Claim for Tax which may result in the Purchaser US Buyer having a claim against the Covenantor under this Deeddeed (or which would so result in any such case but for the provisions of paragraphs 2 or 3 of schedule 4 to the Sale Agreement), the Purchaser UK Buyer or the US Buyer shall give or procure that written notice is given to the Covenantor in the manner provided in Clause 4 of this Deed by the Sale Agreement as soon as is reasonably practicable and no later than 10 in any event at least 21 days after becoming aware prior to the expiry of any time limit in which an appeal against the Claim for Tax has to be made. 6.2 The UK Buyer and the US Buyer shall, and shall procure that the Company shall keep the Covenantor informed of all material matters pertaining to the dispute, including providing the Covenantor with copies of all written communications pertaining to the dispute and acting in good faith take such action and give such information and assistance in connection with the affairs of the claim Company as the Covenantor may reasonably request by written notice for the purpose of avoiding, resisting, appealing, or compromising a Claim for Tax or paying an amount in respect of the Tax Liability provided that the UK Buyer, the US Buyer and the Company shall not be obliged to comply with any request of the Covenantor which involves contesting any assessment for tax before any tribunal, court or other appellate body unless they have been advised in writing by leading Tax counsel instructed by agreement between the UK Buyer, the US Buyer and the Covenantor shall, except in the case of fraud on the part of the Covenantor, be entitled at their sole discretion (but after consultation with the Purchaser) to resist such Claim for Tax in the name of the Purchaser or the relevant Group Company or any of them but at the expense of the Covenantor that an appeal against the assessment will, on the balance of probabilities, be successful. 6.3 Nothing in this clause 6 shall oblige any member of the Buyer's Group to supply any information or assistance to the extent such is prohibited by law or to do or refrain from doing anything which is unlawful. 6.4 The UK Buyer and the US Buyer shall procure that the Claim for Tax is not settled or otherwise compromised without the Covenantor's prior written consent, such consent not to have be unreasonably withheld or delayed. 6.5 The action which the Covenantor may request under clause 6.2 shall include (without limitation but subject to the provisions of the clause 6.2) the Company applying to postpone (so far as legally possible ) the payment of any Tax but shall not include allowing the Covenantor to take on or take over the conduct of any appeal or incidental negotiations PROVIDED THAT:- 7.1.1. the relevant Group Company and the Purchaser shall be kept fully informed of all matters pertaining to the dispute; and 7.1.2. no material communication, written or otherwise, pertaining to the dispute (and proceedings arising in particular no proposal for or consent to any settlement or compromise thereof) shall be transmitted to any Tax Authority or any other taxation authorities or governmental body or authority without the same having been submitted to, and approved by, the Purchaser and the relevant Group Company; and 7.1.3. no application shall be made for postponement of Tax unless the Purchaser and the relevant Group Company shall be provided connection with such security as they may reasonably require in respect of sums subsequently becoming payable under this Deed. 7.2. The Purchaser shall procure that the relevant Group Company shall give the Covenantor reasonable co-operation, access and assistance, technical or otherwise, for the purpose of resisting such a Claim for Tax and shall provide such assistance as the Covenantor may reasonably require and all such information as may be available to the Purchaser at the relevant Group Company for avoiding, disputing, resisting, appealing or compromising or contesting any Claim for Tax provided that:- 7.2.1. the Covenantor shall not commence any proceedings beyond a court of first instance with respect to a Claim for Tax unless they have been advised by specialist Tax Counsel selected by agreement between the Purchaser and the Covenantor (or in default of agreement, selected by the President for the time being of the Law Society, after disclosure of all relevant information and documents, that it is reasonable to resist the Claim for Tax in the manner proposed by the Covenantor; and 7.2.2. the Covenantor reimburse the Purchaser an amount equal to all reasonable costs and expenses which may thereby be incurredquestion.

RESISTANCE OF CLAIMS. 7.1. (a) If the Purchaser becomes Buyer Parties or the Company become aware of any Claim for Tax which may result in the Purchaser Buyer Parties having a claim against the Covenantor Sellers under this Deed, Article 6 (or which would so result in any such case but for the Purchaser provisions of Section 7.2(a)) the Buyer Parties shall give or procure that written notice is given to the Covenantor Sellers in the manner provided by this Agreement and in Clause 4 any event at least 21 days prior to the expiry of this Deed as soon as is reasonably practicable and no later than 10 days after becoming aware of any time limit in which an appeal against the claim and the Covenantor shall, except in the case of fraud on the part of the Covenantor, Claim for Tax has to be made. (b) The Sellers shall be entitled at their sole discretion (but after consultation with the PurchaserBuyer Parties) to resist such Claim for Tax in the name of the Purchaser Buyer or the relevant Group Company or any of them but at the expense of the Covenantor Sellers and to have the conduct of any appeal or incidental negotiations PROVIDED THAT:-provided that: 7.1.1. (i) the relevant Group Company Sellers have indemnified and secured the Buyer Parties and the Purchaser Company against an loss, liability, costs or damages which may be incurred by them as a result of any actions taken by the Sellers pursuant to this Section 6.6; (ii) the Buyer Parties shall be kept fully informed of all relevant material matters pertaining to the disputeClaim for Tax; and 7.1.2. (iii) no material communication, written or otherwise, communication pertaining to the dispute Claim for Tax (and in particular no proposal for or consent to any settlement or compromise thereof) shall be transmitted to any Tax H M Revenue & Customs or other Governmental Authority or any other taxation authorities or governmental body or authority without the same having been submitted to, to and approved byby the Buyer Parties such approval not to be unreasonably withheld or delayed. (c) The Buyer Parties agree to take and procure that the Company shall take such action and give such information and assistance as the Sellers may reasonably request to resist, appeal or compromise any Claim for Tax notified to the Purchaser Sellers in accordance with Section 6.6(a) provided that:- (i) the Sellers have indemnified and secured the Buyer Parties and the relevant Group Company to the reasonable satisfaction of the Buyer Parties against any loss, liability, costs or damages which may thereby be incurred including the Tax the subject matter of the claim; (ii) the Buyer Parties or the Company shall not be obliged to comply with any request of the Sellers that involves contesting any Claim for Tax before any tribunal, court or appellate body unless leading Tax counsel instructed by agreement between the Buyer Parties and the Sellers (and with the Buyer Parties approving the Instructions to Counsel and being invited to any conference with Counsel) and at the sole expense of the Sellers have agreed that the course of action will on the balance of probabilities succeed; (iii) the Buyer Parties or the Company shall not be obliged to take any step which it reasonably considers, acting in good faith, would be materially prejudicial to the Tax affairs of the Buyer Parties or the Company or their dealings with any Tax Authority or would otherwise materially prejudice the commercial position of the Buyer Parties or the Company; and 7.1.3. (iv) the provisions of this Section shall not apply to any claim under Section 6.2(a) where any Governmental Authority alleges fraudulent or negligent conduct or conduct involving dishonesty on the part of the Company or any person acting on its behalf in relation to the matter giving rise to the claim. (d) A Seller's rights under this Section 6.6 cease if that Seller is declared bankrupt. (e) If the Sellers do not request the Buyer to take any action under Section 6.6(c) within the earlier of 21 Business Days of notice to the Sellers or 7 Business Days before the expiry of any relevant time limit or no application action is required to be taken by virtue of any of the provisions of Section 6.6(c) the Buyer Parties shall be made free to satisfy or settle the relevant Claim for postponement of Tax unless the Purchaser on such terms as it may in its absolute discretion think fit. (f) The Sellers agree that Davxx Xxxxxx xxll act as their representative in giving instructions and requests for action under this Section 6.6 and the relevant Group Company Buyer Parties shall be provided with such security as they may reasonably require in respect of sums subsequently becoming payable under this Deedentitled to rely on the instructions and requests given by Davxx Xxxxxx xxone. 7.2. (g) The Purchaser Buyer Parties shall give and shall procure that the relevant Group Company shall give gives the Covenantor Sellers all reasonable co-operation, access and assistance, technical or otherwise, for the purpose of resisting such a Claim for Tax and Tax. (h) The compliance of the Buyer Parties and/or the Company with the provisions of this Section 6.6 shall provide such assistance as the Covenantor may reasonably require and all such information as may not be available a condition precedent to the Purchaser at the relevant Group Company for avoiding, disputing, resisting, appealing or compromising or contesting any Claim for Tax provided that:- 7.2.1. the Covenantor shall not commence any proceedings beyond a court of first instance with respect to a Claim for Tax unless they have been advised by specialist Tax Counsel selected by agreement between the Purchaser and the Covenantor (or in default of agreement, selected by the President for the time being liability of the Law Society, after disclosure of all relevant information and documents, that it is reasonable to resist Sellers under Section 6.2(a) or the Claim for Tax in the manner proposed by the Covenantor; and 7.2.2. the Covenantor reimburse the Purchaser an amount equal to all reasonable costs and expenses which may thereby be incurredWarranties.