Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Tax Claims. (a) In the case of any Tax audit, examination or judicial or administrative proceeding (a "Tax Proceeding") relating to a combined, consolidated or unitary Tax Return that includes Mafco Holdings Inc. (or any predecessor or successor thereto), Laser shall be entitled to control the portion of the Tax Proceeding, if any, relating solely to items for which Laser is liable pursuant to this Agreement, and Parent Holdings shall be entitled to control every other portion of the Tax Proceeding; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld. Parent Holdings shall be entitled to control the Pre-Closing Period portion of a Tax Proceeding relating to a Straddle Period Tax Return, or a Tax Return for a Pre-Closing Period ending before the Closing Date, of Holdings or Worldwide; provided, however, that neither Parent Holdings nor any of its Affiliates shall settle or otherwise dispose of any issue in any such Tax Proceeding that could materially affect the Tax liability hereunder of Laser, without the prior written consent of Laser, which consent shall not be unreasonably withheld.
(b) Parent Holdings or Laser, as the case may be, shall promptly notify the other party in writing of any tax claim that could result in liability of the other party under this Agreement (a "Tax Claim"). With respect to any Tax Claim, the party controlling the Tax Proceeding with respect thereto shall (i) not make any submission to any taxing authority without offering the other party the opportunity to review it, (ii) keep the other party informed as to the progress of such Tax Claim, (iii) provide the other party with any information that it receives in connection with the Tax Proceeding, (iv) permit the other party to participate (at its own expense) in all conferences, meetings or proceedings with any taxing authority in which the indemnified Tax Claim is or may be a subject, and (v) permit the other party to participate (at its own expense) in all court appearances in which the indemnified Tax Claim is or may be a subject. With respect to any Tax Claim, the party not controlling the Tax Proceeding with respect thereto shall not take any action or make any representations in connection with such Tax Claim with respect to issues af...
Tax Claims. Notwithstanding Section 9.05, if notice of any legal proceeding, audit or inquiry from a Governmental Body with respect to Taxes of the Company or any of its Subsidiaries other than Covered Taxes shall be received by Buyer for which Seller may be liable pursuant to Article IX for a taxable period ending on or before the Closing Date (a “Tax Claim”), Buyer shall notify Seller in writing of such Tax Claim; provided, however, that the failure to give Seller notice in detail reasonably sufficient to apprise Seller of the nature of the Tax Claim, shall not relieve Seller of its obligations under Article IX, except to the extent Seller is actually prejudiced thereby. Seller will be entitled to participate in the defense thereof and if Seller acknowledges in writing within thirty (30) days of receiving notice from Buyer of such Tax Claim that Seller shall be liable for any Loss resulting from such Tax Claim subject to the limitations set forth in this Article IX, Seller shall (subject to Section 9.05(c) have the right to represent the interests of the Company and its Subsidiaries in such Tax Claim; provided, Seller shall not settle such claim without the consent of Buyer or the Company, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed). To the extent Seller chooses not to exercise its rights pursuant to the previous sentence, Buyer shall have the right to represent the interests of the Company and its Subsidiaries in any Tax Claim; provided, that with respect to such Tax Claim Buyer shall not settle such claim without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Buyer shall have the right to represent the interest of the Company and its Subsidiaries with respect to any matter set forth on the Taxes Schedule; provided that with respect to any such matter Buyer shall not settle such matter without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) shall be governed exclusively by Article 8 hereof.
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of Seller (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 6.8 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE VIII) and any associated liabilities or costs shall be the sole responsibility of Seller; provided, that to the extent that liability for any such Taxes can be imposed on Buyer as a successor or otherwise, Buyer shall have the opportunity to participate with Seller, at Buyer’s own cost and expense, in such claim, assertion, event or proceeding. If Seller has been treated as a partnership for federal and applicable state and local income Tax purposes, in the event that Seller is unable to fully satisfy any imputed underpayment that would otherwise be imposed on it under Section 6225 of the Code or any similar or analogous provisions of applicable state Law in connection with any audit of Seller, Seller shall promptly and properly, if eligible, make the “push-out” election under Section 6226 of the Code and any similar or analogous election under applicable state Law.
Tax Claims. (i) In case of any claim, audit, investigation, court proceeding or other dispute with respect to any Tax matter relating to the Transferred Business or the Assets (a “Tax Claim”) which, if successful, might result in an indemnity payment under Article VIII, the indemnified party shall notify the indemnifying party of such claim no later than ten (10) Business Days after written notice of such Tax Claim is received by the indemnified party; provided, however, that the failure to provide timely notice shall not affect the indemnified party’s right to indemnification hereunder except to the extent that the indemnifying party is actually prejudiced thereby.
(ii) With respect to any Tax Claim relating to (A) Taxes attributable to the Excluded Assets for any and all periods or (B) any other Taxes for which the Seller is solely liable, the Seller shall control any resulting proceedings and determine whether and when to settle any such claim, assessment, or dispute.
(iii) The Purchaser shall control all proceedings in connection with (A) any Tax Claim relating to Taxes for any Straddle Period and (B) any Tax Claim which may result in a liability both for the Seller and the Purchaser. The Seller may participate (at its expense) in any such proceeding. The Purchaser shall not settle or compromise any such Tax Claim without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed.
(iv) Except as otherwise provided in this Section 5.06, the Purchaser shall control all proceedings with respect to Tax Claims attributable to the Transferred Business and the Assets.
(v) This Section 5.06 (and not Section 8.04(a) and (b)) shall govern with respect to any Tax Claim.
Tax Claims. If the Lender intends to make a claim for any Tax Indemnity Amounts pursuant to Clause 8.3 (Tax Indemnity), it shall notify the Borrower thereof; provided that nothing herein shall require the Lender to disclose any confidential information relating to the organisation of its affairs.
Tax Claims. The Seller shall not be liable for any Tax Claim if and to the extent that the exclusions in clause 5 of the Tax Indemnity apply.
Tax Claims. Refunds and credits, claims for refunds or credits and rights to receive refunds or credits from any Taxing Authority with respect to Taxes paid or to be paid by Seller or any of its Affiliates relating to any Pre-Closing Tax Period;
Tax Claims. Sections 7.04(b)(i) through 7.04(b)(iv), 7.04(b)(vi) and 7.04(b)(vii) shall not be applicable to any Third Party Claim relating to income or franchise taxes. Each of LM and the Company shall keep the other fully advised with respect to, and shall grant the other full rights of consultation in connection with, any such Third Party Claim and the defense or other handling of any audit, litigation or other proceeding involving the tax treatment of the Contemplated Transactions.
