Common use of Resolution of Tax Controversies Clause in Contracts

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.