Responsibility for Tax Audits and Contests. 5.5.1 From and after the Closing Date, each of the Buyer, on the one hand, and the Seller, on the other hand, shall notify the other in writing of any pending or threatened audits, adjustments, claims, examinations, assessments or other proceedings with respect to Taxes of any member of the Company Group or with respect to Non-Income Taxes of the Transferred Assets (“Tax Contests”) which are reasonably likely to affect the Liability for Taxes of such other Party. If either Party fails to give such timely notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent such failure to give notice actually and materially adversely affects the other Party.
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Samples: Unit Purchase Agreement, Unit Purchase Agreement, Unit Purchase Agreement (Access Midstream Partners Lp)
Responsibility for Tax Audits and Contests. 5.5.1 From and after the Closing Date, each of the Buyer, on the one hand, and the Seller, on the other hand, shall notify the other in writing of any pending or threatened audits, adjustments, claims, examinations, assessments or other proceedings with respect to Taxes of any member of the Company Group or with respect to Non-Income Taxes of the Transferred Assets (“Tax Contests”) which are reasonably likely to affect the Liability for Taxes of such other Party. If either Party fails to give such timely notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent such failure to give notice actually and materially adversely affects the other Party.. Unit Purchase Agreement 55
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