Resolution of Tax Controversies. If, following the Closing, a claim shall be made by any Governmental Authority that might result in an indemnity payment to a Purchaser Indemnitee pursuant to Section 11.02, Purchaser shall promptly notify Seller of such claim. If, following the Closing, a claim shall be made by any Governmental Authority that might result in an indemnity payment to a Seller Indemnitee pursuant to Section 11.03, Seller shall promptly notify Purchaser of such claim. In the event that a Governmental Authority determines a deficiency in any Tax, the Party ultimately, following the Closing, responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, the Party with the greater potential Tax burden shall control the dispute. The Party that is not ultimately responsible for such Tax under this Agreement shall, following the Closing, have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would adversely affect such Party.
Resolution of Tax Controversies. If a claim shall be made by any Taxation Authority that might result in an indemnity payment to the Buyer or any of its Affiliates in respect of a breach of a representation or warranty contained in Section 3.15 or pursuant to Section 10.02(d), Buyer shall promptly notify Parent of such claim; provided, however, that no delay on the part of Buyer in notifying Parent will relieve Parent from any obligation under Section 10.02, except to the extent such delay actually and materially prejudices Parent. In the event that a Taxation Authority determines a deficiency in any Tax, the party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided, however, that with respect to Straddle Periods, Buyer shall control the dispute and Parent shall have the right to consent to any proposed settlement thereof, such consent not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 7.04 shall be applied in lieu of the provisions of Section 10.05 where applicable.
Resolution of Tax Controversies. If a claim shall be made by any Taxation Authority that might result in an indemnity payment to the Buyer or any of its Affiliates pursuant to Section 8.2, the Buyer shall promptly notify the Seller of such claim. In the event that a Taxation Authority determines a deficiency in any Tax, the party ultimately responsible for payment of a majority of such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, the Seller and the Buyer shall jointly control the dispute and both the Seller and the Buyer shall have the right to consent to any proposed settlement thereof, such consent not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 6.7(e) shall be applied in lieu of the provisions of Section 8.5 where applicable.
Resolution of Tax Controversies. If a claim shall be made by any Governmental Authority or taxing authority that might result in an indemnity payment with respect to Taxes to Purchaser or any of its Affiliates pursuant to Section 12.3, Purchaser shall promptly notify Seller of such claim. In the event that a Governmental Authority or a taxing authority determines a deficiency in any Tax, the Party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, Purchaser shall control the dispute and Seller shall have the right to participate in such dispute; provided further, however, that Purchaser shall not settle or compromise any such dispute without written consent from Seller. The Party that is not ultimately responsible for such Tax under this Agreement shall have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would adversely affect such Party.
Resolution of Tax Controversies. In the event that a Governmental Authority determines a deficiency in any Tax, the party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute.
Resolution of Tax Controversies. If a claim shall be made by any Governmental Authority that might result in an indemnity payment to the Abbott or any of its affiliates pursuant to Section 10.02(a)(iii), Abbott shall promptly notify Guidant of such claim. In the event that a Governmental Authority determines a deficiency in any Tax, the party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, the party with the greater potential Tax burden shall control the dispute. The party that is not ultimately responsible for such Tax under this Agreement shall have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would adversely affect such party.
Resolution of Tax Controversies. If a claim shall be made by any Governmental Authority or taxing authority that might result in an indemnity payment to the Purchaser or any of its Affiliates pursuant to Section 9.1, the Purchaser shall promptly notify the Seller of such claim. In the event that a Governmental Authority or a taxing authority determines a deficiency in any Tax, the Party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, the Purchaser and the Seller shall jointly control the dispute. The Party that is not ultimately responsible for such Tax under this Agreement shall have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would adversely affect such Party.
Resolution of Tax Controversies. In the event that a Governmental Authority or a taxing authority determines a deficiency in any Tax related to the Acquired Assets with respect to a Straddle Period or Post-Closing Tax Period, American shall have sole authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided, however, that American shall not be permitted to settle any such dispute with respect to which the Transferors are wholly or partially liable without the prior written consent of the Transferors, such consent not to be unreasonably withheld or delayed.
Resolution of Tax Controversies. If a claim shall be made by any Tax Authority that might result in an indemnity payment to the Purchaser or any of its Affiliates pursuant to Section 9.1 or Section 12.3, the Purchaser shall promptly notify the Seller of such claim. As soon as reasonably practicable after the receipt of such notice, the Seller shall provide the Purchaser access to all Tax Returns, Books, Records and Files that are reasonably necessary to contest the subject of such claim. In the event that a Tax Authority determines a deficiency in any Tax, the Party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, the Purchaser shall control the dispute. The Party that is not ultimately responsible for such Tax under this Agreement shall have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would adversely affect such Party. With respect to any Straddle Period, neither the Purchaser nor the Seller, respectively, shall accept any proposed adjustment or enter into any settlement or agreement in compromise for any material proceeding relating to the Business or the Purchased Assets without obtaining the consent, which shall not be unreasonably withheld, from the Seller or the Purchaser, respectively.
Resolution of Tax Controversies. If a claim shall be made by any Governmental Authority or taxing authority that might result in an indemnity payment under Section 12.2(a)(ii) or Section 12.3(a)(iv), the party that would be required to pay such amount shall promptly be notified by the party entitled to such indemnity to the extent that the Governmental Authority or taxing authority did not notify the indemnifying party of such claim, provided that, failure to comply with this provision shall not affect the right to indemnification hereunder except to the extent such failure materially impairs the indemnifying party’s ability to contest any such Tax liabilities. In the event that a Governmental Authority or a taxing authority determines a deficiency in any Tax, the party ultimately responsible for such Tax under this Agreement, whether by indemnity or otherwise, shall have authority to determine whether to dispute such deficiency determination and to control the prosecution or settlement of such dispute; provided that with respect to Straddle Periods, Xxxxxx and GE shall jointly control the dispute. The party that is not ultimately responsible for such Tax under this Agreement shall have the right to participate at its own expense in the conduct of any such proceeding involving a Tax claim that would, if the relevant taxing authority were successful in asserting its claim, adversely affect such party.
