Tax Contest. The Purchaser shall promptly notify the Seller in writing upon receipt by the Purchaser or any of its affiliates of notice of any pending or threatened U.S. federal, state, local or foreign Tax audits, examinations or assessments which may materially affect the Tax liabilities for which the Seller would be required to indemnify any Purchaser Indemnitee pursuant to this Section 5.05. The Seller shall have the sole right to control any such Tax audit or administrative or court proceeding with respect to Tax liabilities for which it would be required to indemnify the Purchaser. Neither the Purchaser nor any of its affiliates may settle any Tax claim which may be the subject of indemnification by the Seller under this Section 5.05 without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller. If there shall be any conflicts between the provisions of this Section 5.05(d) and any other provision of this Agreement, the provisions of this Section 5.05(d) shall control with respect to Tax contests.
Appears in 3 contracts
Samples: Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.), Purchase Agreement (CLST Holdings, Inc.)
