Tax Controversies. A party shall promptly notify the other party in writing upon (but in no event later than 30 days following) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.10, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii). Notwithstanding the immediately preceding sentence, each party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 (or by Law), and to employ counsel of its choice at its expense; provided, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.10. If one party takes control of any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Infospace Inc), Asset Purchase Agreement (Idearc Inc.)
Tax Controversies. A party Party shall promptly notify the other party Party in writing promptly upon (but in no event later than 30 days followingafter) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under this Section 6.10 (a “Notification”)6.9. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.106.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any issue directly relating to Taxes for which it may be liable hereunder that arises in any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable), and to employ counsel of its choice at its expense; provided, that the relevant Seller Party and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both the relevant Seller Party, as the case may be, and Purchaser under Section 6.10(b)(iii)6.9(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.9 (or by Law), and to employ counsel of its choice at its expense; provided, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.9(d). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 6.10(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon promptly (but in no event later than 30 days followingthirty (30) days) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)7.1.1. Failure to give such Notification shall not relieve the indemnifying party Indemnifying Party from liability under this Section 6.10Article 10, except if and to the extent that the indemnifying party Indemnifying Party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser Buyer shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser Buyer under Section 6.10(b)(iii)7.1.1 of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 7.1 (or by Law), and to employ counsel of its choice at its expense; provided, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 sixty (60) days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.107.1.5. If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 7.1.5 shall govern to the extent it would otherwise be inconsistent with Section 10.5.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Tax Controversies. A party Each of Seller and Purchaser shall promptly notify the other party in writing upon promptly (but in no event later than 30 days followingdays) (a "Notification") upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.10, except if and to the extent that the indemnifying party is actually prejudiced thereby6.16. Each party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “"Tax Claim”") relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim tax audit or administrative or court proceeding relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)Period. Notwithstanding the immediately preceding sentence, each party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.16 (or by Law), and to employ counsel of its choice at its expense; provided, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party shall take control of such Tax Claim within 60 sixty (60) days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.16(f). If one party takes control of any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling 52 48 such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld. This Section 6.16(f) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon promptly (but in no event later than 30 days followingdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.9. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.106.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, however, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)6.9(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.9 (or by Law), and to employ counsel of its choice at its expense; provided, however, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.9(e). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 6.9(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon (but in no event later than 30 days following20 Business Days) (a “Notification”) upon receipt of written notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under this Section 6.10 (a “Notification”)6.8 or may give rise to an indemnification payment under this Section 6.8. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.106.8, except if and to the extent that the indemnifying party is actually and materially prejudiced thereby. Each party Subject to further provisions of this Section 6.8(g), each Party shall be entitled to take conduct, direct, control of and be responsible for the complete defense of any tax audit or administrative or court proceeding Proceeding (a “Tax Claim”) relating to Taxes for which it may be solely liable, and to employ counsel of its choice at its expense; provided, that that, in the event Seller and Purchaser shall jointly control the defense or any of its Affiliates is defending such Tax Claim, any settlement or other disposition of any such Tax Claim relating to Taxes with respect to a Straddle that may affect Buyer or any Affiliate thereof for any Post-Closing Taxable Period or for which Taxes are allocated to both it may otherwise be responsible may only be made with the prior written consent of Buyer, which consent will not be unreasonably withheld. Seller and Purchaser under Section 6.10(b)(iii). Notwithstanding the immediately preceding sentence, each party shall also be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated may be partially liable; provided that Buyer, at its sole cost and expense, shall have the right to file participate in any Tax Claim relating to Taxes for which it may be partially liable. If Seller controls a Tax Return Claim relating to Taxes for which Buyer may be partially liable, (but does i) Seller shall control the Tax Claim diligently and in good faith, (ii) Seller shall keep Buyer reasonably informed regarding the status of such Tax Claim, and (iii) Seller shall not, without the prior written consent of Buyer (not to be unreasonably withheld), settle, resolve, or abandon any such Tax Claim. If Seller chooses not to control a Tax Claim which it has the authority to control hereunder, (A) Buyer may assume control the Tax Claim, (B) Buyer shall, to the extent it controls such defense, keep Seller reasonably informed regarding the status of such Tax Claim, (C) Seller shall have the right to participate in such Tax Claim at its sole cost and expense, and (D) Buyer shall not, without the prior written consent of Seller (not to be unreasonably withheld), settle, resolve, or abandon any indemnification obligation hereunder) under such Tax Claim. Notwithstanding any other provision of this Section 6.10 (or by Law6.8(g), each Party shall be entitled to take control of the complete defense of any Tax Claim for which both Parties are partially liable, and to employ counsel of its choice at its expense; provided, provided that such party Party unconditionally releases in writing the other party Party from its any indemnification obligation hereunder with respect to such Tax Claim and agrees in writing to pay any Taxes of the other Party resulting from such Tax Claim; provided further, that such party shall take control of including Taxes related to such Tax Claim within 60 days that arise in taxable years prior to or subsequent to the year of the earlier of (xTax Claim. This Section 6.8(g) the date on which such Notification is provided or (y) the date such Notification is due pursuant shall govern to the first sentence of this extent it would otherwise be inconsistent with Section 6.10. If one party takes control of any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld9.3.
Appears in 1 contract
Samples: Purchase Agreement (Symantec Corp)
Tax Controversies. A party Purchaser shall promptly notify the other party Seller in writing upon promptly (but in no event later than 30 days followingthirty (30) days) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Seller (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)9.2. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.109.2, as applicable, except if and to the extent that the indemnifying party Seller is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)) of this Agreement and neither Party shall settle without the prior written consent of such other Party, which consent shall not be unreasonably withheld. Notwithstanding the immediately preceding sentence, each party shall be entitled to take If Seller takes control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 (or by Law), and to employ counsel of its choice at its expense; provided, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to such a Tax Claim; provided further, that such party shall take control of such Tax Claim within 60 days of the earlier of (x) the date period ending on which such Notification is provided or (y) the date such Notification is due pursuant prior to the first sentence of this Section 6.10. If one party takes control of any such audit or proceedingClosing Date, the other party Purchaser shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party Seller may not agree to settle any claim for Taxes for which to the other may be liable extent such settlement could have an adverse impact on Purchaser or its Affiliates without the prior written consent of such other partyPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 6.10(d) shall govern to the extent it would otherwise be inconsistent with Section 9.5.
Appears in 1 contract
Tax Controversies. A party The applicable Contributor shall promptly notify Evolus and the other party in writing upon (but in no event later than 30 days following) receipt of notice Contributors’ Representative of any pending inquiries, claims, assessments, audits, litigation, proceeding or threatened audits or assessments with respect to Taxes for which such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.10, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes similar events with respect to a Straddle Period potential Tax Liability of such Contributor for which Taxes are allocated Evolus may be liable under this Agreement (such inquiry, claim, assessment, audit, litigation, proceeding or similar event, a “Tax Matter” and such notice, the “Tax Matter Notice”), describing the Tax Matter in reasonable detail. Upon providing written notice to both Seller the applicable Contributor and Purchaser under Section 6.10(b)(iii). Notwithstanding the immediately preceding sentence, each party shall be entitled to take control Contributors’ Representative within thirty days of receipt of the complete defense Tax Matter Notice unconditionally and irrevocably acknowledging Evolus’ responsibility to indemnify and hold harmless such Contributor from its Tax Liabilities and Defense Costs relating to the Tax Matter in accordance herewith (the “Defense Notice”), except as otherwise
1. In the event that Evolus controls a Tax Matter, Evolus shall (a) diligently defend such Tax Matter, (b) keep the applicable Contributor and the Contributors’ Representative timely informed of the status of such Tax Matter; and (c) provide the applicable Contributor and the Contributors’ Representative with copies of any Tax Claim relating pleadings, correspondence, and other documents prior to Taxes for which it is obligated to file the submission thereof. In the event that Evolus controls a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 (or by Law)Matter, the applicable Contributor and to employ counsel of its choice own choosing shall have the right to participate in, but not direct, the prosecution or defense of such Tax Matter at its expense; providedthe sole expense of such Contributor. Evolus shall not agree to settle, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder compromise, consent to judgment with respect to or otherwise resolve any Tax Matter unless such Tax Claim; provided furthersettlement, that compromise, or resolution (1) does not involve a finding or admission of wrongdoing by the applicable Contributor, (2) unconditionally releases such party shall take control Contributor from all liability in respect of such Tax Claim within 60 days of the earlier of Matter, (x3) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.10. If one party takes control of any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceedingimposes no equitable remedies on, and the party controlling does not otherwise purport to limit, such audit or proceeding shall consider Contributor, (4) does not subject such Contributor to any Tax Liabilities not fully indemnified and timely satisfied by Evolus hereunder and (5) has been consented to in good faith any suggestions made or points raised writing by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyContributor, which consent shall not be unreasonably withheld. In the event that Evolus fails to timely provide the Defense Notice, declines to control a Tax Matter described in a Tax Matter Notice, breaches any provision of this Agreement in any material respect or ends its control of such a Tax Matter, the Contributor whom is subject of the Tax Matter may assume control with counsel of its choosing (and shall have complete and sole discretion with respect thereto, including as to settlement, compromise, consent to judgment or other resolution thereof, or extension or waiver of any limitations period or applicable thereto, or any other action affecting such Tax Matter) and Evolus shall be responsible for and promptly pay upon request all out of pocket Defense Costs incurred from time to time by such Contributor or the Contributors’ Representative related to such Tax Matter that are reasonably documented and submitted to Evolus.
Appears in 1 contract
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon promptly (but in no event later than 30 days followingdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.9. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.106.9, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or EXECUTION VERSION administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, however, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)6.9(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.9 (or by Law), and to employ counsel of its choice at its expense; provided, however, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.9(e). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 6.9(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon promptly (but in no event later than 30 days followingdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.11. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.106.11, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)6.11(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.11 (or by Law), and to employ counsel of its choice at its expense; provided, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.11(e). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. Neither Party shall settle any claim for Taxes for which the other Party may be liable or which may increase the Tax liability of the other Party without the prior written consent of such other Party. This Section 6.11(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Ixia)
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon promptly (but in no event later than 30 days followingdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.12. Failure to give such Notification shall not relieve the indemnifying party from liability Liability under this Section 6.106.12, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)6.12(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.12 (or by Law), and to employ counsel of its choice at its expense; provided, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.12(e). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 6.12(e) shall govern to the extent it would otherwise be inconsistent with Section 9.4(a).
Appears in 1 contract
Tax Controversies. A party shall promptly notify the other party in writing upon (but in no event later than 30 days followingi) receipt of If a claim for Taxes, including notice of a pending audit, shall be made by any pending or threatened audits or assessments with respect Governmental Entity in writing, which, if successful, might result in an indemnity payment pursuant to Taxes for which such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.10, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding 9.1 (a “Tax Claim”), the Party receiving such notice shall notify any other Parties that may have an indemnification obligation with respect thereto promptly in writing of the Tax Claim. 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 Governmental Entity. Failure by the Party seeking indemnification to give prompt notice of a Tax Claim shall not relieve any other Party of liability under this Agreement except to the extent that such other Party demonstrates that its position is materially prejudiced as a result thereof (as determined by a court of competent jurisdiction).
(ii) relating Subject to Taxes for which it may Section 9.1(e)(iv), the Parties that would be liable, and liable to employ counsel of its choice at its expense; provided, that Seller and Purchaser indemnify another Party with respect to such Tax Claim (each a “Tax Indemnifying Party”) pursuant to this Section 9.1 shall jointly have the right to control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)Claim. Notwithstanding the immediately preceding sentenceforegoing, each party shall be entitled to take control of in the complete event that no Tax Indemnifying Party has assumed the defense of any Tax Claim relating to Taxes for which it is obligated entitled to file a Tax Return control pursuant to the preceding sentence by providing written notice of its intent to assume the defense of such claim to the other Parties within thirty (but does not have any indemnification obligation hereunder30) days after the receipt of the notice required under this Section 6.10 (or by Law9.1(e)(i), CIUS may defend, or cause to be defended, the same in such manner as it may deem appropriate (acting reasonably and to employ counsel of its choice at its expense; providedin good faith as if it were the only party in interest in connection with such Tax Claim), that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to including settling such Tax Claim; provided further, that such party CIUS shall take control of not settle (or allow any Subsidiary to settle) such Tax Claim within 60 days without the prior written consent of the earlier Tax Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. For the avoidance of (xdoubt, the Tax Indemnifying Party shall be responsible, in accordance with Section 9.1(a) or Section 9.1(b), as applicable, for any costs and expenses, including reasonable out of pocket legal and accounting fees and expenses, incurred by CIUS or any of its Affiliates in defending a Tax Claim that the date on which such Notification is provided or (y) the date such Notification is due Tax Indemnifying Party does not control pursuant to the first sentence of this Section 6.10. If one party takes control of 9.1(e)(ii).
(iii) Subject to Section 9.1(e)(iv), with respect to any such audit or proceedingTax Claim for a Straddle Period, the other party shall be entitled to (A) each Party may participate, at its expense, in the Tax Claim, (B) such Tax Claim shall be contested and defended by the Party (the “Straddle Controlling Party”) which would bear the burden of the greater portion of the sum of any adjustment and any corresponding adjustments that reasonably may be anticipated (as determined under Section 9.1(c)). Notwithstanding the foregoing, in the event that the Straddle Controlling Party has not assumed the defense of any Tax Claim which it is entitled to control pursuant to the preceding sentence by providing written notice of its intent to assume the defense of such audit or proceedingclaim to the other Parties within thirty (30) days after the receipt of the notice required under Section 9.1(e)(i), CIUS may defend the same in such manner as it may deem appropriate (acting reasonably and the party controlling such audit or proceeding shall consider in good faith as if it were the only party in interest in connection with such Tax Claim), including settling such Tax Claim (regardless of whether the Straddle Controlling Party or CIUS is controlling such Tax Claim); provided that with respect to any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may such Tax Claim described in this Section 9.1(e)(iii), such Tax Claim shall not be liable settled without the prior written consent of such the Straddle Controlling Party and the other partyParty, which consent shall not be unreasonably withheld, delayed or conditioned.
(iv) The Party that is controlling the Tax Claim pursuant to Section 9.1(e)(ii) or Section 9.1(e)(iii) (the “Controlling Party”) shall (A) provide the other Party (the “Non-Controlling Party”) with notice reasonably in advance of, and the Non- Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed pursuant to applicable Law including the right to attend any meetings with a Governmental Entity (including meetings with examiners) or hearings or proceedings before any Governmental Entity to the extent they relate to such Tax Claim, and (B) reasonably consult with the Non-Controlling Party before taking any significant action (including submitting written materials) in connection with such Tax Claim, including giving the Non-Controlling Party the opportunity to comment on such written materials prior to their submission.
Appears in 1 contract
Samples: Transaction Agreement
Tax Controversies. A party Party shall promptly notify the other party Party in writing promptly upon (but in no event later than 30 days followingafter) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.14. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.106.14, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any issue directly relating to Taxes for which it may be liable hereunder that arises in any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable), and to employ counsel of its choice at its expense; provided, that the relevant Seller Party and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both the relevant Seller Party, as the case may be, and Purchaser under Section 6.10(b)(iii)6.14(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.14 (or by Law), and to employ counsel of its choice at its expense; provided, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.14(d). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party The Parties may not agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 6.14(d) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Avago Technologies LTD)
Tax Controversies. A party Party shall promptly notify the other party Party in writing upon promptly (but in no event later than 30 days followingdays) (a “Notification”) upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.13. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.106.13, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)6.13(b)(iii) of this Agreement. Notwithstanding the immediately preceding sentence, each party Party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.13 (or by Law), and to employ counsel of its choice at its expense; provided, that such party Party unconditionally releases in writing the other party Party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party Party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.13(e). If one party Party takes control of any such audit or proceeding, the other party Party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party Party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other partyParty. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld. This Section 6.13(e) shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Agilent Technologies Inc)
Tax Controversies. A party shall promptly notify (a) In the other party in writing upon (but in no event later than 30 days following) receipt any member of the Energy Supply Group receives written notice of any pending or threatened audits or assessments Tax Controversy with respect to Taxes a Tax for which Parent is or may be responsible pursuant to Section 6.02, NewCo, HoldCo or Energy Supply shall notify Parent in writing within fifteen (15) Business Days after the receipt by such other party (or member of the Energy Supply Group of such notice; provided, that any failure to provide such prompt notice of its Affiliates) is liable under Section 6.10 (the existence of a “Notification”). Failure Tax Controversy to give such Notification Parent shall not relieve result in any liability of any member of the indemnifying party from liability under this Section 6.10Energy Supply Group hereunder or reduce any Energy Supply Indemnitee’s right to indemnification hereunder, except if and to the extent that any member of the indemnifying party Parent Group is actually materially prejudiced thereby. Each .
(b) In the event any member of the Parent Group receives written notice of any Tax Controversy with respect to a Tax for which Energy Supply is or may be responsible pursuant to Section 6.03, Parent shall notify NewCo in writing within fifteen (15) Business Days after the receipt by such member of the Parent Group of such notice; provided, that, any failure to provide such prompt notice of the existence of a Tax Controversy to NewCo shall not result in any liability of Parent hereunder or reduce any Parent Indemnitee’s right to indemnification hereunder, except to the extent that NewCo or any member of the Energy Supply Group is materially prejudiced thereby.
(c) Parent shall have the right to control any Tax Controversy relating to any Consolidated Tax Return or Pre-Distribution Tax Return, and NewCo, HoldCo or Energy Supply shall have the right to control any Tax Controversy relating to any Straddle Tax Return or Post-Distribution Tax Return; provided, that, in the case of a Tax Controversy relating to Taxes which would reasonably be expected to give rise to an indemnity obligation pursuant to Section 6.02 or Section 6.03, as applicable, of the party not in control of such Tax Controversy pursuant to the preceding clause (a “Participating Party”), such Participating Party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “participate in such Tax Claim”) relating to Taxes for which it may be liableControversy at its own cost and expense, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii). Notwithstanding the immediately preceding sentence, each party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 (or by Law), and to employ counsel of its choice at its expense; provided, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided Controversy shall not settle, compromise or (y) the date such Notification is due pursuant to the first sentence of this Section 6.10. If one party takes control of concede any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable Tax Controversy without the prior written consent of such other partyParticipating Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in respect of any Tax Controversy that involves any action that results in the Distribution, the Internal Distribution, the HoldCo Contribution, the Energy Supply Contribution, the Energy Supply Election, the Merger, any Contribution or any other Separation Transaction failing to qualify for the Intended Tax-Free Treatment that would be expected to give rise to an indemnity obligation pursuant to Section 6.02(c) or Section 6.03(c), as applicable, of any party, such party (or both parties, jointly, in the event their respective indemnity obligations are both implicated) shall have the right to control such Tax Controversy; provided, that, a Participating Party (or, in the case of a jointly controlled Tax Controversy, each party) shall be entitled to participate in such Tax Controversy at its own cost and expense, and the party in control of such Tax Controversy shall not (or, in the case of a jointly controlled Tax Controversy, no party shall) settle, compromise or concede any such Tax Controversy without the Participating Party’s (or, in the case of a jointly controlled Tax Controversy, the other party’s) consent, which shall not be unreasonably withheld, conditioned or delayed.
(d) For the avoidance of doubt, in the event of any conflict, the provisions of this Section 6.04 control over those set forth in Section 5.04 with respect to any Tax Controversy.
Appears in 1 contract
Tax Controversies. A party shall promptly notify the other party in writing promptly upon (but in no event later than 30 days following) (a “Notification”) receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”)6.12. Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.106.12, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may would be liable, liable under this Agreement and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii6.12(b)(iii). Notwithstanding the immediately preceding sentence, each party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 6.12 (or by Law), and to employ counsel of its choice at its expense; provided, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to such Tax Claim; provided further, that such party shall take control of such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.106.12. If one party takes control of any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any settlement of any claim for Taxes for which could result in any increase in the Taxes owed by the other may be liable party without the prior written consent of such other party, which consent shall not be unreasonably withheld. This Section 6.12 shall govern to the extent it would otherwise be inconsistent with Section 9.3(a).
Appears in 1 contract
Tax Controversies. A party shall promptly notify the other party in writing upon (but in no event later than 30 days followingi) receipt of If any Taxing Authority issues written notice of any pending or threatened inquiries, claims, assessments, audits or assessments similar events with respect to Taxes of the Company or a Company Subsidiary relating to a Pre-Closing Tax Period or a Pre-Closing Straddle Period for which such other party (or any of its Affiliates) is Seller may be liable under Section 6.10 this Agreement (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability under this Section 6.10inquiry, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense of any tax claim, assessment, audit or administrative or court proceeding (similar event, a “Tax Claim”), then the party hereto first receiving notice of such Tax Claim shall provide written notice thereof to the other party hereto describing the claim, the amount thereof (if known or quantifiable) relating to Taxes for which it may be liableand the basis thereof within five (5) Business Days following receipt, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii). Notwithstanding the immediately preceding sentence, each party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 (or by Law), and to employ counsel of its choice at its expense; providedhowever, that the failure to provide such party unconditionally releases in writing notice shall not relieve the other party from any of its indemnification obligation hereunder with respect obligations under this Section 7.4 except to the extent that such other party is materially prejudiced as a consequence of such failure.
(ii) Purchaser shall have the right to control all Tax Claims; provided, however, that if the Tax Claim relates to or includes Taxes for which Seller may be liable under this Agreement (a “Shared Tax Claim; provided further”), that such party then (i) Purchaser shall take control provide Seller with a timely and reasonably detailed account of each phase of such Shared Tax Claim, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Shared Tax Claim, (iii) Purchaser shall consult with Seller and offer Seller an opportunity to comment before submitting any written materials prepared or furnished in connection with such Shared Tax Claim, (iv) Purchaser shall defend such Shared Tax Claim within 60 days of the earlier of diligently and in good faith, (xv) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.10. If one party takes control of any such audit or proceeding, the other party shall be entitled to participateSeller, at its sole cost and expense, shall have the right to participate in such Shared Tax Claim and receive copies of any written materials relating to such Shared Tax Claim received from the defense of such audit or proceedingrelevant Taxing Authority, and the party controlling such audit or proceeding (vi) Purchaser shall consider in good faith any suggestions made or points raised by the other party. Neither party may not agree to settle any claim for Taxes for which the other may be liable such Shared Tax Claim without the prior written consent of such other partySeller, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Tax Controversies. A party shall promptly notify the other party in writing upon (but in no event later than 30 days followingi) receipt of If a claim for Taxes, including notice of a pending audit, shall be made by any pending or threatened audits or assessments with respect Governmental Authority in writing, which, if successful, might result in an indemnity payment to Taxes for which the Party receiving such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”). Failure notice pursuant to give such Notification shall not relieve the indemnifying party from liability under this Section 6.10, except if and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense of any tax audit or administrative or court proceeding 8.1 (a “Tax Claim”), the Party receiving such notice shall notify the other Party promptly in writing of the Tax Claim. 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 Governmental Authority. Failure by the Party seeking indemnification to give prompt notice of a Tax Claim shall not relieve the other Party of liability under this Agreement except to the extent that such other Party demonstrates that its position is materially prejudiced as a result thereof (as determined by a court of competent jurisdiction).
(ii) relating Subject to Taxes for which it may be liableSection 8.1(e)(iv) and Section 8.1(e)(v), and to employ counsel of its choice at its expense; provided, that Seller and Purchaser Newquay shall jointly control the defense of any Tax Claim relating to Taxes with respect to a Straddle Period for Rover that relates to any taxable period which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii)ends on or before the Closing Date. Notwithstanding the immediately preceding sentenceforegoing, each party shall be entitled to take control of in the complete event that Newquay has not assumed the defense of any Tax Claim relating to Taxes for which it is obligated entitled to file a Tax Return control pursuant to the preceding sentence by providing written notice of its intent to assume the defense of such claim to Pluto within thirty (but does not have any indemnification obligation hereunder30) days of the receipt of the notice required under this Section 6.10 (or by Law8.1(e)(i), Pluto may defend the same in such manner as it may deem appropriate (acting reasonably and to employ counsel of its choice at its expense; providedin good faith as if it were the only party in interest in connection with such Tax Claim), that such party unconditionally releases in writing the other party from its indemnification obligation hereunder with respect to including settling such Tax Claim; provided furtherprovided, however, that such party Pluto shall take control of not settle such Tax Claim within 60 days of the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.10. If one party takes control of any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyNewquay, which consent shall not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, Newquay shall be responsible, in accordance with Section 8.1(b), for any costs and expenses, including reasonable out of pocket legal and accounting fees and expenses, incurred by Pluto or any of its Affiliates in defending a Tax Claim that Newquay elects not to control pursuant to this Section 8.1(e)(ii).
(iii) Subject to Section 8.1(e)(iv) and Section 8.1(e)(v), with respect to any Tax Claim for a Straddle Period, (A) each of Newquay and Pluto may participate in the Tax Claim, (B) such Tax Claim shall be contested and defended by the Party which would bear the burden of the greater portion of the sum of any adjustment and any corresponding adjustments that reasonably may be anticipated (as determined under Section 8.1(c)); provided that such Tax Claim shall not be settled without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned.
(iv) Except as provided in Section 8.1(e)(v), the Party that is controlling the Tax Claim pursuant to Section 8.1(e)(ii) or Section 8.1(e)(iii) (the “Controlling Party”) shall (A) provide the other Party (the “Non-Controlling Party”) with notice reasonably in advance of, and the Non-Controlling Party shall have the right, at its expense, to participate in such Tax Claim to the extent allowed pursuant to the Requirements of Law including the right to attend any meetings with a Governmental Authority (including meetings with examiners) or hearings or proceedings before any Governmental Authority to the extent they relate to such Tax Claim, and (B) reasonably consult with the Non-Controlling Party before taking any significant action (including submitting written materials) in connection with such Tax Claim, including giving the Non-Controlling Party the opportunity to comment on such written materials prior to their submission.
(v) Notwithstanding any other provision of this Agreement to the contrary, (A) neither Newquay nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Pluto or any of its Affiliates and (B) neither Pluto nor any of its Affiliates shall be entitled to participate in any Tax Claim relating to any consolidated, combined, affiliated or unitary Tax Return which includes Newquay or any of its Affiliates.
Appears in 1 contract
Samples: Share Purchase Agreement (PPL Corp)
Tax Controversies. A party (i) After the Closing Date, the Blocker Owners and Parent shall promptly each notify the other party in writing upon within ten (but in no event later than 30 10) days following) receipt of notice the commencement of any pending or threatened audits or assessments Tax Matter with respect to Taxes the Blockers for which Pre-Closing Tax Periods or if such other party (or any of its Affiliates) is liable under Section 6.10 (a “Notification”). Failure to give such Notification shall not relieve the indemnifying party from liability Tax Matter could be grounds for indemnification under this Section 6.10, except if Agreement. Such notice shall contain factual information describing any such Tax Matter and to the extent that the indemnifying party is actually prejudiced thereby. Each party shall be entitled to take control of the complete defense include copies of any tax audit notice or administrative or court proceeding (a “Tax Claim”) relating to Taxes for which it may be liable, and to employ counsel of its choice at its expense; provided, that Seller and Purchaser shall jointly control the defense of other document received from any Tax Claim relating to Taxes with respect to a Straddle Period for which Taxes are allocated to both Seller and Purchaser under Section 6.10(b)(iii). Notwithstanding the immediately preceding sentence, each party shall be entitled to take control of the complete defense of any Tax Claim relating to Taxes for which it is obligated to file a Tax Return (but does not have any indemnification obligation hereunder) under this Section 6.10 (or by Law), and to employ counsel of its choice at its expense; provided, that such party unconditionally releases in writing the other party from its indemnification obligation hereunder Authority with respect to such Tax Claim; provided furtherMatter.
(ii) In the case of any Tax Matter for any taxable period ending on or before the Closing Date with respect to the Blockers, that such party the Blocker Owners shall take have the right, at their expense, to control the conduct of such Tax Claim within 60 days Matter; provided that Parent may participate in the conduct of such Tax Matter at its own expense and the earlier of (x) the date on which such Notification is provided or (y) the date such Notification is due pursuant to the first sentence of this Section 6.10. If one party takes control of Blocker Owners shall not settle any such audit or proceeding, the other party shall be entitled to participate, at its expense, in the defense of such audit or proceeding, and the party controlling such audit or proceeding shall consider in good faith any suggestions made or points raised by the other party. Neither party may agree to settle any claim for Taxes for which the other may be liable Tax Matter without the prior written consent of such other partyParent, which consent shall not be unreasonably withheld, conditioned, or delayed.
(iii) In the case of any Tax Matter for any taxable period of the Blockers ending after the Closing Date, Parent shall have the right, at its expense, to control the conduct of such Tax Matter; provided that, if such Tax Matter could be grounds for indemnification under this Agreement, then the Blocker Owners may participate in the conduct of such Tax Matter at their own expense and Parent shall not settle any such Tax Matter without the consent of the Blocker Owners, which consent shall not be unreasonably withheld, conditioned, or delayed.
Appears in 1 contract
Samples: Purchase Agreement (Aaron's Inc)