Tax Claim Procedures Sample Clauses

Tax Claim Procedures. (a) If a claim or demand relating to any audit, claim, suit, action, litigation or other proceeding relating to Taxes in respect of which indemnity may be sought pursuant to Section 8.07(a) (any such claim or demand, a “Tax Claim”) is commenced against any Buyer Indemnified Party, Buyer shall promptly, and in any event within thirty (30) days of the commencement thereof, notify Seller in writing of such Seller-Indemnified Tax Claim and shall give Seller such information with respect thereto as Seller may reasonably request; provided that the failure of Buyer to give notice as provided in this Section 8.08 shall not relieve Seller of its obligations under Section 8.07, except to the extent that such failure adversely prejudices the rights of Seller. Notwithstanding anything to the contrary in this Agreement, Seller (or its applicable Affiliate) shall have exclusive control over any Tax Claim with respect to any Combined Tax Return (a “Seller Group Tax Claim”) at Seller’s sole expense, and Buyer shall not participate in any Seller Group Tax Claim; provided, that Seller shall (i) keep Buyer reasonably informed of the progress of any Seller Group Tax Claim to the extent related to any Purchased Subsidiary and (ii) defend any Seller Group Tax Claim to the extent related to any Purchased Subsidiary diligently and in good faith as if it were the only party in interest in connection with such Seller Group Tax Claim.
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Tax Claim Procedures. (a) If any claim or demand for Taxes in respect of which indemnity may be sought pursuant to Section 10.02, (any such claim or demand, a “Tax Claim”) is asserted in writing against the party which would be entitled to seek such indemnification (the “Potential Indemnified Party”) or any of its Affiliates, the Potential Indemnified Party shall notify in writing the party from which such indemnification would be sought (the “Potential Indemnifying Party”) of such Tax Claim within ten (10) days of receipt thereof, and shall give the Potential Indemnifying Party such information with respect thereto as the Potential Indemnifying Party may reasonably request; provided that the failure of the Potential Indemnified Party to give notice as provided in this Section 10.05(a) shall not relieve any Potential Indemnifying Party of its obligations under Section 10.02, except to the extent that such failure adversely prejudices the rights of any such Potential Indemnifying Party. The Potential Indemnifying Party shall have the right, at its own expense, to participate in and, upon notice to the Potential Indemnified Party to assume the defense of any claim, suit, action, litigation or proceeding (including any Tax audit) relating to a Tax Claim (a “Tax Controversy”), and the Potential Indemnifying Party shall not have any indemnification obligations with respect to any payment in respect of any Taxes arising out of a Tax Controversy with a Taxing Authority as to which it was not afforded such right; provided that if such Tax Controversy relates to a Tax Claim with respect to any Tax Return that relates to Combined Taxes, the Seller shall have the sole right to control and participate in such Tax Controversy. If the Potential Indemnifying Party assumes such defense, the Potential Indemnifying Party shall have the sole discretion as to the conduct of such defense and the Potential Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Potential Indemnifying Party. The Potential Indemnified Party shall not settle any Tax Controversy in respect of which indemnity may be sought, or make payment on account of any Tax, hereunder without the consent of the Potential Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Potential Indemnifying Party chooses to defend or prosecute any Tax Claim, all of the parties...
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Tax Claim Procedures. (a) If a Claim shall be made by any Taxing Authority that, if successful, would result in a Claim under this Article 7 (referred to herein as a “Tax Claim”) for payment by one Party (the “Tax Indemnifying Party”) to the other Party (the “Tax Indemnified Party”), the Tax Indemnified Party shall notify the Tax Indemnifying Party in writing of such fact. Such notice shall be provided promptly, and shall be considered to have been timely provided if made in accordance with Section 12.1 not later than the earlier of (i) 20 Business Days after receipt by the Tax Indemnified Party (or, in the case of the Purchaser, the relevant MCH Company) of such Tax Claim or (ii) such earlier date that is not later than 5 Business Days prior to the date on which a response to such Tax Claim is first required to be made to the relevant Taxing Authority; provided that (x) a good faith failure to give such timely notification shall not affect the rights of the Tax Indemnified Party to indemnification under this Article 7 if made in accordance with Section 12.1 no later than 10 Business Days prior to the date on which a response to such Tax Claim is first required to be made to the relevant Taxing Authority and (y) the Tax Indemnified Party shall not be deemed to be in violation of the foregoing notice requirements if it obtains, in good faith, an extension of the date on which a response to such Tax Claim is first required by submitting a non-substantive response or similar request for extension to the Taxing Authority.
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Tax Claim Procedures. Notwithstanding anything to the contrary herein, claims for indemnification under this Agreement by Purchaser relating to claims for Taxes shall only be asserted and resolved as follows:
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Tax Claim Procedures 
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Related to Tax Claim Procedures

  • Claim Procedures Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claim which may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the named Fiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. In the event that a claim is not eligible under the policy, the Insurer will notify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named above and they will assist in making an inquiry to the Insurer. All objections to the Insurer's actions should be in writing and submitted to the office named above for transmittal to the Insurer.

  • Direct Claim Procedures In the event an Indemnified Party has a claim for indemnity under Section 7.02 against the Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following the receipt of a notice with respect to any such claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through such negotiations, such dispute shall be resolved by arbitration determined pursuant to Section 9.06.

  • Third Party Claim Procedures (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under Section 7.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually materially and adversely prejudiced the Indemnifying Party.

  • Claim Procedure Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the Holders representing a majority of the Registrable Securities included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.

  • Indemnity Procedures Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

  • Indemnification Procedures If any third-­‐party claim is commenced that is indemnified under Section 7.1 above, ICANN shall provide notice thereof to Registry Operator as promptly as practicable. Registry Operator shall be entitled, if it so elects, in a notice promptly delivered to ICANN, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to ICANN to handle and defend the same, at Registry Operator’s sole cost and expense, provided that in all events ICANN will be entitled to control at its sole cost and expense the litigation of issues concerning the validity or interpretation of ICANN’s policies, Bylaws or conduct. ICANN shall cooperate, at Registry Operator’s cost and expense, in all reasonable respects with Registry Operator and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, and may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy affecting ICANN other than the payment of money in an amount that is fully indemnified by Registry Operator will be entered into without the consent of ICANN. If Registry Operator does not assume full control over the defense of a claim subject to such defense in accordance with this Section 7.2, ICANN will have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of Registry Operator and Registry Operator shall cooperate in such defense. [Note: This Section 7.2 is inapplicable to intergovernmental organizations or governmental entities.]

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