Tax Contests Sample Clauses

Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.

Tax Contests. (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other Party or Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VI, except to the extent that the other Party suffers actual loss or prejudice as a result of such failure or delay. Such notice shall specify in reasonable detail the basis for such Tax Claim, shall include a copy of the relevant portion of any correspondence received from the Taxing Authority and, in the case of any notice provided by Seller or any of its Affiliates, shall specify whether any Tax Proceeding related to such Tax Claim would be a Tax Proceeding for which X.X. Xxxxx & Co. (the “TSA Counterparty”) is the “Controlling Party” (as such term is defined in Tax Sharing Agreement, a “Specified Tax Proceeding”). Within five (5) Business Days of receiving notice of a Tax Claim from Purchaser or any of its Affiliates, Seller shall provide Purchaser written notice of whether any Tax Proceeding related to such Tax Claim would be a Specified Tax Proceeding. (b) In the case of a Tax Claim of or with respect to any of the Target Entities exclusively related to a Pre-Closing Period (other than a Straddle Period), Seller shall, at its own cost and expense, be entitled to control any related Tax Proceeding; provided, that (except in the case of a Specified Tax Proceeding), Seller shall provide Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding as it pertains to the Target Entities, the Purchased Assets, the Assumed Liabilities or the Business and (except in the case of a Tax Proceeding described in Section 6.6(d)) shall (i) consult with Purchaser before taking any significant action in connection with any such Tax Proceeding (ii) not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) defend such Tax Proceeding diligently and in good faith. If the resolution of any such Tax Proceeding would reasonably be expected to have an adverse impact on Purchaser or any of its Affiliates (or bind Purchaser or any of its Affiliates for any Post-Closing Period), then Purchaser shall be entitled to participate in such Tax Proceeding at Purchaser’s own cost a...

Tax Contests. The Purchaser will promptly inform the Sellers of the commencement of any audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which the Purchaser may be entitled to indemnity from the Sellers under Section 8.2 or this Section 9.5. The Sellers will be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest and the Purchaser will provide the Sellers with any appropriate powers-of-attorney; provided, however, that (A) the Sellers will promptly notify the Purchaser in writing of the Sellers’ intention to control such Tax Contest, (B) in the case of a Straddle Period, the Sellers and the Purchaser will jointly control all proceedings taken in connection with any such Tax Contest and (C) in the case of any settlement or compromise of any Tax Contest that would have an adverse effect on the Purchaser, any Company or any of their Affiliates in any taxable period beginning after the Closing Date, the Tax Contest will not be settled or resolved without the Purchaser’s prior written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to the Sellers of the commencement of any Tax Contest and the Sellers do not, within 20 days after the Purchaser’s notice is given, give notice to the Purchaser of the Sellers’ election to assume the defense thereof (and in connection therewith, acknowledge in writing the Sellers’ indemnification obligations hereunder), the Sellers will be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by the Purchaser. The failure of the Purchaser to give reasonably prompt notice of any Tax Contest will not release, waive or otherwise affect the Sellers’ obligations with respect thereto except to the extent that the Sellers can demonstrate actual prejudice as a result of such failure. The Purchaser will use its, and the Purchaser will cause the Companies and their Affiliates to use their, commercially reasonable efforts to provide the Sellers with such assistance as may be reasonably requested by the Sellers in connection with a Tax Contest controlled solely or jointly by the Sellers.

Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure. 9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party ...

Tax Contests. (a) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6. (b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld. (c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreaso...

Tax Contests. (a) If any governmental authority issues to Buyer (A) a notice of its intent to audit or conduct another proceeding with respect to a Tax Return or Taxes of the Company for which Seller is responsible pursuant to Section 4.6(a) or (B) a notice of deficiency with respect to any such Taxes (any such audit, proceeding or deficiency, a “Seller Tax Matter”), Buyer shall promptly notify the Seller of its receipt of such communication from the governmental authority and provide the Seller with copies of all correspondence and other documents received from the Taxing Authority. The Seller, at its sole cost and expense, shall have the right to control (including the selection of counsel) any audit or other proceeding of the Company in respect of a Seller Tax Matter (a “Tax Contest”) other than a Tax Contest relating to a Straddle Period. Buyer shall control any Tax Contest relating to a Straddle Period, provided, however, that the Seller, at its sole cost and expense, shall have the right to participate in any Straddle Period Tax Contest for the Company, and Buyer shall not settle, resolve, or abandon a Tax Contest (whether or not the Seller participates in such Tax Contest) relating to a Straddle Period without the prior written permission of the Seller which shall not be unreasonably withheld, delayed, or conditioned. (b) If the Seller elects to control a Tax Contest (other than a Tax Contest relating to a Straddle Period), (A) the Seller shall notify Buyer of such intent within ten (10) days of receiving notice of the Tax Contest; and (B) while it controls a Tax Contest, the Seller shall (1) keep Buyer reasonably informed regarding the status of such Tax Contest;

Tax Contests. (a) If any taxing authority asserts a Tax Claim for which the non-recipient is liable, then the party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties to this Agreement. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the taxing authority. (b) In the case of a Tax Proceeding of or with respect to any Transferred Entity for any taxable period ending on or before the Closing Date, Purchaser shall have the exclusive right to control such Tax Proceeding; provided, however, that (i) Parent shall have the right to participate in such Tax Proceedings and attend any meetings or conferences with the relevant taxing authority at its own expense and (ii) Purchaser shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) if such Tax Proceeding is reasonably expected to result in an indemnification obligation for Pre-Closing Restructuring Taxes or to have a material impact on the Tax Returns of (x) Parent or any other member of the Parent Group or (y) a consolidated, combined or unitary group that includes any member of the Parent Group (including any Combined Tax Return). (c) Notwithstanding anything to the contrary in this Agreement, Parent shall have the exclusive right to control in all respects, and neither Purchaser nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to (i) any Tax Return of Parent or a member of the Parent Group; and (ii) any Tax Return of a consolidated, combined or unitary group that includes any member of the Parent Group (including any Combined Tax Return).

Tax Contests. If any claim or demand for Non-Income Taxes or Production Taxes in respect of which Seller may be responsible pursuant to Section 12.01(a) is asserted in writing against Buyer or any of Buyer’s Affiliates, Buyer shall notify Seller of such claim or demand within 20 days of receipt thereof, and shall give Seller such information with respect thereto as Seller may reasonably request, provided, however, that later notice shall not relieve the responsibility of Seller under this Article XII unless Seller’s defense to such claim is materially compromised as a result thereof. Seller may discharge, at any time, any payment obligations under Section 12.01(a) by paying to Buyer the amount payable pursuant to Section 12.01(a), calculated on the date of such payment. Seller may, at its own expense, participate in, and upon notice to Buyer, assume the defense of any such claim, suit, action, litigation, or proceeding (including any Tax audit). If Seller assumes such defense, Seller shall have the sole discretion as to the conduct of such defense and Buyer 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 Seller. No claim may be settled, however, without the written consent of Buyer, not to be unreasonably withheld, conditioned, or delayed, if such claim would adversely affect the Tax liability of Buyer after the Closing Date in any material way. Whether or not Seller chooses to defend or prosecute any claim, Buyer and Seller shall cooperate in the defense or prosecution thereof. Seller shall not be responsible under Section 12.01(a) for (a) any Non-Income Taxes or Production Taxes, the payment of which was made by Buyer after the Closing without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, or (b) any settlements (i) effected by Buyer after the Closing without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, or (ii) resulting from any claim, suit, action, litigation or proceeding with respect to which Seller was not notified pursuant to this Section 12.01(d).

Tax Contests. (a) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. (b) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any materia...

Tax Contests. Purchaser and the Seller agree to cooperate and to cause their Subsidiaries to cooperate with each other to the extent reasonably required after the Closing Date in connection with any Actions conducted by a Tax Authority relating to any Taxes with respect to or in relation to Genzyme Genetic Counseling, G-Path or any other Transferred Asset for a Pre-Closing Tax Period (each a “Tax Contest”). Promptly (but no more than 20 days) after Purchaser or any of its Affiliates receives notice of any Tax Contest, Purchaser shall notify the Seller in writing (which notice shall include copies of any notices, correspondence and any other documents received by the Purchaser or its Affiliates with respect to such Tax Contest) of the Tax Contest. If the Seller’s Tax liability or rights to the refunds (or the liability or rights of the Selling Persons) could be affected by the Tax Contest or if the Seller could have an indemnification obligation under this Agreement, the Seller shall have the sole right to conduct, control, defend, settle or compromise the defense of the Tax Contest at its own expense, whether the Tax Contest began before or after the Closing, and Purchaser shall provide the Seller with all necessary powers of attorney and other necessary documents and assistance to allow the Seller to effectively conduct and control such defense. Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control all matters relating to a Selling Person’s Consolidated Return. The Seller shall not be responsible for any Taxes to the extent attributable to any action taken by Purchaser or its Affiliates with respect to any Tax Contest without the Seller’s written consent. This Section 11.7 shall govern the control of Tax Contests, rather than Section 13.5.