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. (a) The Buyer must not, and must ensure that each other Group Company does not:
(i) accept, compromise or pay;
(ii) agree to arbitrate, compromise 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 Sellers under a Claim without the Sellers’ Representative’s prior written approval (not to be unreasonably withheld or delayed). However, the Group Company may pay any Tax or Duty to a Governmental Agency by the due date for payment without affecting any of the Buyer’s rights under this agreement.
(b) If the Sellers’ Representative does not advise the Buyer that it wishes to contest a Tax Demand, then the Sellers must pay (subject to clause 8.1(c), in their Relevant Proportions) in Immediately Available Funds the amount notified by the Buyer to the Governmental Agency 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 2(a) of this Schedule.
(c) Following receipt of a notice under clause 2(a) of this Schedule in respect of a Claim that arises from or involves a Tax Demand, the Sellers 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 they wish to contest the Tax Demand.
(d) If the Sellers’ Representative advises the Buyer that it wishes to contest the Tax or Duty the subject of the Tax Demand, then at the Sellers’ Representative’s written request, the Buyer must take, or procure that the person required to pay the Tax or Duty takes, such Disputing Action in a timely manner in relation to the Tax Demand as the Sellers’ Representative may reasonably require. Schedule 5 | page | 83
(e) If the Sellers Representative contests the Tax or Duty the subject of a Tax Demand, then the Buyer must follow, and must procure that each other Group Company follows, all directions of the Sellers’ Representative relating to the conduct of any Disputing Action referred to in clause 3(d) of this Schedule and in this clause 3(e), including using professional advisers nominated by the Sellers’ Representative. In making any directions under this clause 3(e), the Sellers’ Representative must:
(i) act in good faith;
(ii) liaise with the Buyer in relation to the conduct of the Disputing Action referred to in this clause 3;
(iii) provide the Buyer with reasonable access to a copy of an...
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 the Target Group Companies and Buyer Group Members do 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 any of the Target Group Companies may pay any Tax or Duty to a Governmental Agency by the due date for payment without affecting any of its rights under this deed.
(b) (Payment if not contesting a Tax Demand): If the Seller does not advise the Buyer that it wishes to contest the Tax Demand or fails to provide written notice of its intention to contest the Tax Demand in accordance with clause 10.3(c), then the Seller must pay in Immediately Available Funds and as a reduction in the Purchase Price the amount notified by the Buyer (as evidenced with appropriate supporting documentation) within 3 Business Days after the later of the dates given by clause 10.3(c)(1) and clause 10.3(c)(2).
(c) (Contesting a Tax Demand): Following receipt of a written notice under clause
10.1 in respect of a Claim that arises from or involves a Tax Demand, the Seller may, by written notice to the Buyer by no later than the date that is the later of:
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. 60 10 Buyer Warranties 62 10.1
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. 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. 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. (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,
