Tax Claims Sample Clauses

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. 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. 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. Subject to Section 9.7, 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 4.24 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE VII) shall be governed exclusively by ARTICLE VII 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) If a third-party shall notify Buyer of any audit, contest, claim, Proceeding or inquiry relating to Taxes (“Tax Proceeding”) by any Taxing Authority which, if successful, might result in an indemnity payment to Buyer pursuant to this Article VI, Buyer shall notify the Holders Representative in writing of such Tax Proceeding within fifteen (15) days of receipt of any written notice from the Taxing Authority, and shall give the Holders Representative such other information with respect thereto as the Holders Representative may reasonably request; provided, however, that any failure to notify the Holders Representative promptly shall limit Buyer’s indemnification obligations under this Article VI only to the extent that the Holders shall have been actually prejudiced as a result of such failure. (ii) With respect to any Tax Proceeding that relates primarily to Taxes for which Holders would bear or would be obligated to indemnify Buyer and that relates solely to any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Proceeding”), the Holders Representative shall have the right, at its expense, to control the conduct of such Pre-Closing Tax Proceeding. The Holders Representative shall keep Buyer reasonably informed regarding the progress and substantive aspects of such Pre-Closing Tax Proceeding. If the resolution of a Pre-Closing Tax Proceeding could reasonably be expected to adversely affect Buyer or the Company, the Holders Representative shall: (i) consult in good faith with Buyer before taking any action in connection with the Pre-Closing Tax Proceeding that might adversely affect Buyer or the Company, (ii) consult in good faith with Buyer and offer Buyer a reasonable opportunity to comment and approve before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Pre-Closing Tax Proceeding to the extent such materials concern matters in the Pre-Closing Tax Proceeding that might adversely affect Buyer or the Company, (iii) permit Buyer (or any Affiliate thereof) to participate in good faith, using its reasonable efforts, in the conduct of such Pre-Closing Tax Proceeding and (iv) not agree to settle, compromise, abandon or otherwise dispose of such Pre-Closing Tax Proceeding without Buyer's prior written consent (which may not be unreasonably withheld, conditioned or delayed). The Indemnity Escrow Property shall be used to pay or reimburse Buyer for the amount of any Holder Taxes within...

Tax Claims. After the Closing, Seller, Buyer, the Companies and GMMV, and their respective Affiliates, shall promptly notify each other in writing of any inquiry, proposed assessment, commencement of any Tax audit or administrative or judicial proceeding, or of any demand or other claim with respect to Taxes or Tax Returns of any Company or GMMV relating to a Pre-Closing Tax Period (including, for avoidance of doubt, in respect of any Straddle Period) (each, a “Tax Claim”). Any failure to provide such notice in a timely manner pursuant to this Section 5.16(d) shall not limit the obligations of any Party under this Agreement, except to the extent such Party is materially prejudiced thereby. Notices required to be given by or to Seller, either Company, GMMV or Buyer, and their respective Affiliates, shall contain factual information (to the extent known to Seller, such Company, GMMV, Buyer, or their respective Affiliates, as the case may be) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Entity in respect of any such asserted Tax liability. In the case of a Tax Claim that relates to a Pre-Closing Tax Period (other than in respect of a Straddle Period or any Seller Combined Return), Seller (at Seller’s expense) shall control the conduct and settlement of such Tax Claim, and Buyer shall have the right, but not the obligation, to participate (at Buyer’s expense and by employing counsel of its choosing) in any such Tax Claim. Seller shall (i) use commercially reasonable efforts to provide Buyer with copies of all material correspondence from any Governmental Entity relating to such Tax Claim, (ii) use commercially reasonable efforts to permit Buyer to attend meetings and review and comment on submissions relating to any such Tax Claim, and (iii) shall not settle or otherwise resolve such Tax Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a Tax Claim that relates to a Straddle Period, Buyer (at its expense) shall control the conduct of such Tax Claim and Seller shall have the right, but not the obligation, to participate (at Seller’s expense and by employing counsel of its choosing) in any such Tax Claim. In respect of any such Tax Claim in respect of a Straddle Period, Buyer shall provide Seller with copies of all material correspondence from any Governmental Entity relating to such T...

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. 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 VII) shall be governed exclusively by Article VII hereof and Section 8.06.

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.