Tax Demands Sample Clauses

Tax Demands. The following additional obligations apply in respect of Claims made against the Seller arising from or involving a Tax Demand. (a) (No admission): The Buyer must not, and must ensure that each Target Entity and Buyer Group Member does not: (1) accept, compromise or pay; (2) agree to arbitrate, compromise or settle; or (3) make any admission or take any action in relation to,

Tax Demands. If any fact, matter or circumstance that may give rise to a Claim against the Seller under or in relation to or arising out of this agreement, including a breach of a Seller Warranty, is a result of or in connection with a Tax Demand then: (a) the Buyer must, within 20 Business Days of receiving notice of the Tax Demand or becoming aware of any fact, matter or circumstance in connection with the Tax Demand that may give rise to a Claim against the Seller, give notice of the Claim to the Seller; (b) the notice referred to in clause 12.3(a) must contain: (i) the facts, matters or circumstances that may give rise to the Claim against the Seller; (ii) if it is alleged that the facts, matters or circumstances referred to in clause 12.3(b)(i) constitute a breach of this agreement including a breach of a Seller Warranty, the basis for that allegation; and (iii) an estimate of the amount of the Loss, if any, suffered or incurred by the Buyer and arising out of or resulting from the Claim against the Seller; (c) the Buyer must not, and must ensure that the Company does not: (i) accept, compromise or pay; (ii) agree to arbitrate or settle; or (iii) make any admission or take any Action in relation to, a Tax Demand that may lead to liability on the part of the Seller under a Claim without the Seller’s prior written approval (which must not be unreasonably withheld or delayed); (d) following receipt of a notice under clause 12.3(a) in respect of a Claim that arises from or involves a Tax Demand, the Seller may, by written notice to the Buyer no later than 5 Business Days before the due date for payment of the relevant Tax or Duty advise the Buyer that it wishes to contest the Tax Demand; (e) if the Seller does not advise the Buyer that they wish to contest the Tax Demand under clause 12.3(d), then the Seller must pay in Immediately Available Funds to the Buyer and as a reduction in the Purchase Price the amount notified by the Buyer as required to pay the Tax or Duty the subject of the Tax Demand by the later of: (i) 2 Business Days before the due date for payment to the Governmental Agency; or (ii) 10 Business Days after receipt of the notice given by the Buyer under clause 12.3(a); (f) If the Seller advises the Buyer that they wish to contest the Tax or Duty under clause 12.3(d) the subject of the Tax Demand then: (i) the Seller must pay the Buyer, in Immediately Available Funds and as a reduction in the Purchase Price, so much of the Tax or Duty as is required by t...

Tax Demands. 60 10 Buyer Warranties 62 10.1

Tax Demands. If the Parent becomes aware of any Tax Demand, the Parent shall give written notice thereof to the Sellers’ Representatives (including, so far as practicable, reasonably sufficient details of such Tax Demand, the due date for any payment, the time limits for any appeal and the amount of any corresponding Tax Claim) as soon as reasonably practicable provided that the giving of such notice shall not be a condition precedent to the liability of the Sellers under this Schedule; and, where appropriate to do so, the Parent will keep the Sellers’ Representatives informed of and consult with the Sellers’ Representatives with respect to, all material matters relating to the Tax Demand. If any Tax Demand is received by or comes to the notice of the Sellers (or any of them), the Sellers’ Representatives shall, as soon as reasonably practicable, give the Parent notice of the Tax Demand. If and to the extent a failure of the Parent to comply with its obligations under this paragraph 5 leads to an increase of the liabilities and losses underlying the Parent's claim, the Sellers shall not be liable for such increase.

Tax Demands. The following additional obligations apply in respect of Claims arising from or involving a Tax Demand: (a) (No admission): The Buyer must not, and must ensure that each Target Entity and Buyer Group Member does not: (1) accept, compromise or pay; (2) agree to arbitrate, compromise or settle; or (3) make any admission or take any action in relation to, a Tax Demand that may lead to liability on the part of the Seller under a Claim without the prior written approval of the Seller (which must not be unreasonably withheld or delayed). However, the Buyer or a Target Entity may pay any Tax or Duty to a Governmental Agency by the due date for payment without affecting any of its rights under this agreement. (b) (Payment if not contesting a Tax Demand): If the Seller does not advise the Buyer that it wishes to contest the Tax Demand then the Seller must pay in Immediately Available Funds and as a reduction in the Purchase Price the amount notified by the Buyer by the later of:

Tax Demands. The following additional obligations apply in respect of Xx Xxxxxx Claims arising from or involving a Tax Demand: (a) (No admission): Subject to Xx Xxxxxx’x continuing compliance with clause 12.2(b) and clause 12.2(d) Evolution must not, and must ensure that each Target Entity and Evolution Group Member does not: (1) accept, compromise or pay; (2) agree to arbitrate, compromise or settle; or (3) make any admission or take any action in relation to, a Tax Demand that may lead to liability on the part of Xx Xxxxxx under a Xx Xxxxxx Claim without: (4) first having given notice to Xx Xxxxxx; and (5) either: (A) Xx Xxxxxx consenting to that action by the later of:

Tax Demands. (a) The Purchaser must promptly notify the Seller and in any event within 15 Business Days after becoming aware of a Tax Demand, providing a notice setting out: (i) the amount of the Tax Demand (where known); (ii) a description in reasonable detail of the nature of the Tax Demand; and (iii) a copy of any documents or materials issued by a Tax Authority in respect of the Tax Demand. (b) Failure by the Purchaser to notify the Seller of a Tax Claim in accordance with this clause 9.2 does not prevent the Purchaser from making a Tax Claim under this agreement, however the Seller's liability for the Tax Claim will be reduced to the extent that any failure by the Purchaser to comply with this clause 9.2 has increased the amount of the Tax Claim.

Tax Demands. (a) (No admission): The Buyer must not, and must ensure that the Company and Buyer Group Member does not: (1) accept, compromise or pay, (2) agree to arbitrate, compromise or settle; or (3) make any admission or take any action in relation to,

Tax Demands. The following additional obligations apply in respect of Claims arising from or involving a Tax Demand: (a) (No admission): Subject to the Seller’s continuing compliance with this clause 12.3, the Buyer must not, and must ensure that each Target Entity and Buyer Group Member does not: (1) accept, compromise or pay, (2) agree to arbitrate, compromise or settle; or (3) make any admission or take any action in relation to, a Tax Demand that may lead to liability on the part of the Seller or the Seller’s Guarantor under a Claim without: (4) first having given notice to the Seller; and (5) either the Seller consenting to that action within the Tax Review Period (consent must not be unreasonably withheld or delayed) or the Seller not advising that it wishes to contest the Tax Demand in accordance with this clause 12.3. However, the Buyer or a Target Entity may pay any Tax or Duty to a Governmental Agency by the due date for payment without affecting any of its rights under this agreement. (b) (Payment if not contesting a Tax Demand): If the Seller or the Seller’s Guarantor does not advise the Buyer that it wishes to contest the Tax Demand by the end of the Tax Review Period then the Seller must pay in Immediately Available Funds and as a reduction in the Purchase Price the amount notified by the Buyer by the later of:

Tax Demands. The following additional obligations apply in respect of Claims arising from or involving a Tax Demand. (a) (Payment if not contesting a Tax Demand): If the Sellers’ Representatives do not advise the Buyer that the Sellers’ Representatives wish to contest the Tax Demand then the amount of the Tax Demand will be paid to the Buyer from the Escrow Account (as a reduction in the Purchase Price) the amount notified by the Buyer by the later of: