Common use of Resolution of Tax Controversies Clause in Contracts

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, 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 11.0210.02, 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 11.0310.03, 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.