Tax Claims Sample Clauses

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. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.

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. (i) Buyer shall deliver a written notice to the Sellers’ Representative promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court Proceeding with respect to Tax Returns or Taxes of the Company Group for which Seller may reasonably be expected to be liable or related to a Pre-Closing Period (each, a “Tax Claim”, and such notice, a “Tax Claim Notice”); provided, however, that the failure or delay to so notify the Sellers’ Representative shall not relieve Seller of any obligation or Liability that Seller may have to Buyer, except to the extent that Seller demonstrates that Seller is materially and adversely prejudiced thereby. (ii) Except as otherwise set forth in this Agreement, with respect to Tax Claim for Taxes of the Company Group solely for a Pre-Closing Period, the Sellers’ Representative may elect to assume and control the defense of such Tax Claim by written notice to Buyer within thirty (30) days after delivery by Buyer to the Sellers’ Representative of the Tax Claim Notice; provided, however, that the Sellers’ Representative, prior to assuming control of such defense, shall acknowledge in writing that Selling Parties would have an indemnity obligation hereunder with respect to Losses resulting from such Tax Claim and agree in writing to be fully and unconditionally responsible for all Losses relating to such Tax Claim; provided, further, that the Sellers’ Representative shall not be entitled to control (or to retain control of) the defense of such Tax Claim if (w) such Tax Claim has resulted or would reasonably be expected to result in Losses for which Selling Parties would not be responsible pursuant to this Agreement, (x) Buyer reasonably determines that the resolution of such Tax Claim is reasonably expected to have the effect of materially increasing the Tax Liability of Buyer or any of its Affiliates (including the Company Group) for any period (or portion of any period) beginning after the Closing Date, (y) Buyer or any insurer under the R&W Policy is required to assume such defense pursuant to the terms thereof, or (z) the Sellers’ Representative’s assumption of the defense could cause Buyer to lose coverage under the R&W Policy. If the Sellers’ Representative properly elects to assume and control the defense of such Tax Claim pursuant to this Section 6.15(d)(ii), the Sellers’ Representative (A) shall bear its own costs and expenses, and (B...

Tax Claims. Parent shall deliver a written notice to the Representative promptly following any demand, claim, or notice of commencement of a claim, proposed adjustment, assessment, audit, examination or other administrative or court proceeding with respect to Taxes of the Company for which the Indemnitors have an indemnification obligation pursuant to this Agreement (a “Tax Claim”) and shall describe in reasonable detail the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses with respect to Taxes, provided, however, that the failure or delay to so notify the Representative shall not relieve the Indemnitors of any claim of indemnification pursuant to this Agreement, except to the extent that the Indemnitors are actually, materially prejudiced thereby. Each Tax Claim shall be controlled by Parent; provided, that (x) Parent shall keep the Representative reasonably informed of all material developments and events relating to such Tax Claim, and (y) Parent shall not be indemnified under this Agreement with respect to a particular Tax Claim to the extent that Parent settles or compromises such Tax Claim without the prior written consent of the Representative, such consent not to be unreasonably withheld, conditioned or delayed. In the event of any conflict between the provisions of Article 7 and this Section 4.11(d), this Section 4.11(d) shall control.

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. 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 9.04(b)(i) through 9.04(b)(iv), 9.04(b)(vi) and 9.04(b)(vii) shall not be applicable to any Third Party Claim relating to income or franchise taxes. Each of LM and GE 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.