Tax Indemnification Procedures. (a) After the Closing, Buyer shall promptly (and in any event within sixteen (16) calendar days) notify Seller in writing of any demand, claim or notice of the commencement of an audit received by Buyer from any Governmental Authority or any other Person with respect to Taxes for which Parent or Seller may be liable pursuant to Section 1 of this Annex I; provided, however, that a failure to give such notice will not affect Buyer’s rights to indemnification under this Annex I, except to the extent that the failure to notify Seller adversely affects Parent, Seller, or their ability to adequately defend a Contest (as defined in Section 3 of this Annex I) in respect of such Taxes.
(b) Payment by an indemnitor of any amount due to an indemnitee under this Annex I shall be made within twenty (20) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority (whether in connection with a Tax Return or the imposition or assessment by the Governmental Authority) or applicable third party (for this purpose, Taxes shall be due to a Governmental Authority if the Taxes are being contested but as part of contesting such Tax, it is required, or it is decided by Seller as part of controlling a relevant Contest (or if agreed to by Seller (which shall not be unreasonably withheld, delayed or conditioned), if the Contest is being controlled by Buyer) to pay (in whole or in part) the subject Taxes prior to, or during, the course of such Contest). In the case of a Tax that is contested in accordance with the provisions of Section 3 of this Annex and for which payment is stayed until a date no earlier than the date of a “final determination,” payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Tax authority or a court. For this purpose, a “final determination” shall include a settlement, compromise, or other agreement with the relevant Tax authority, whether contained in an Internal Revenue Service Form 870 or other comparable form or otherwise, or other document or agreement, such as a closing agreement with the relevant Tax authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable for...
Tax Indemnification Procedures. (i) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against any Acquired Company by any Tax authority with respect to Taxes or Tax Returns of any Acquired Company for which Buyer may reasonably be entitled to indemnification from Seller pursuant to Section 4.15, Buyer shall promptly notify Seller in writing of the Tax Claim.
(ii) With respect to Tax Claims of or relating solely to Taxes of any Acquired Company for any Pre-Closing Tax Period, Seller may, upon written notice to Buyer, assume and control the defense of such Tax Claim at its own cost and expense and with its own counsel. Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim (including participation in any relevant meetings and conference calls). Seller shall not enter into any settlement with respect to any such Tax Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, and shall keep Buyer informed of all developments and events relating to such Tax Claim (including promptly forwarding copies to Buyer of any related correspondence).
(iii) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to a Straddle Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of the other.
(iv) The amount or economic benefit of any refunds, credits or offsets of Taxes of the Acquired Companies for any Pre-Closing Tax Period shall be for the account of Seller, except to the extent such refunds, credits or offsets are taken into account in determining Net Working Capital. Notwithstanding the foregoing, any such refunds, credits or offsets of Taxes shall be for the account of Buyer to the extent such refunds, credits or offsets of Taxes are attributable (determined on a marginal basis) to the carryback from a Post-Closing Tax Period of items of loss, deduction or credit, or other Tax items, of the Acquired Companies (or any of their respective Affiliates, including Buyer). The amount or economic benefit of any refunds, credits or offsets of Taxes of any Acquired Company for any Post-Closing Tax Period shall be for the account of Buyer. The amount or economic benefi...
Tax Indemnification Procedures. (a) After the Closing, each party hereto shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority or any other Person with respect to Taxes for which the Sellers are liable pursuant to Section 8.2; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ rights to indemnification under this Article VIII, except to the extent that such parties are actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Liability.
(b) Payment by the Sellers of any amount due to a Tax Indemnified Buyer Party under Article VIII shall be made within ten days following written notice by the Tax Indemnified Buyer Party that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the Tax Indemnified Buyer Party; provided that the Sellers shall not be required to make any payment earlier than five Business Days before it is due to the appropriate Governmental Authority or applicable third party. All amounts required to be paid pursuant to this Article VIII shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the Tax Indemnified Buyer Party. Any payments required pursuant to this Article VIII that are not made within the time period specified in this Section 8.3 shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income Tax.
Tax Indemnification Procedures. (a) After the Closing, each party to this Agreement (whether the Buyer or the Sellers, as the case may be) shall promptly notify the other party in writing of any demand, claim or notice of the commencement of an audit received by such party from any Tax authority or any other Person with respect to Taxes Table of Contents 36 for which such other party is liable pursuant to Sections 11.2 or 11.3; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article 11. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Tax authority or any other Person in respect of any such asserted Tax liability.
(b) Payment by an indemnitor of any amount due to an indemnitee under this Article 11 shall be made within 10 days following written notice by the indemnitee that payment of such amounts to the appropriate Tax authority or other applicable third party is due by the indemnitee; provided, that the indemnitor shall not be required to make any payment earlier than five Business Days before it is due to the appropriate Tax authority or applicable third party. In the case of a Tax that is contested in accordance with the provisions of Section 11.5, payment of such contested Tax will not be considered due earlier than the date a final determination to such effect is made by such Tax authority or a court.
(c) All amounts required to be paid pursuant to this Article 11 shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party.
Tax Indemnification Procedures. (a) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim of any of the Companies or their subsidiaries (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against any of the Companies or their Subsidiaries by any Tax authority with respect to Taxes or Tax Returns of the Companies or their Subsidiaries for which Buyer may reasonably be entitled to indemnification from Seller pursuant to Section 7.1 of this Agreement, Buyer shall promptly notify Seller in writing of the Tax Claim, and shall include a copy of the relevant Tax Claim notice and other related information; provided, that the failure to so notify Seller shall only reduce its indemnity obligations hereunder to the extent it is actually prejudiced thereby.
Tax Indemnification Procedures. After the Closing, the Buyer shall promptly notify the Seller in writing of any demand, claim or notice of the commencement of any Action received by the Buyer or any of its Affiliates from any Governmental Authority or any other Person with respect to Taxes for which the Seller is liable pursuant to Article IX; provided, however, that a failure to give such notice will not affect the Buyer’s rights to indemnification under Article IX, except to the extent that the Seller is materially prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Loss and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Loss.
Tax Indemnification Procedures. If a claim is made by any Governmental Body, which, if successful, would result in an indemnity payment to any Indemnified Person pursuant to Section 10.5.1, then the Company shall give notice to Seller in writing of such claim within thirty (30) days after receipt of such a claim (a “Tax Claim”); provided, however, the failure to give such notice shall not affect the indemnification provided pursuant to Section 10.5.1 except to the extent that Seller has been actually prejudiced as a result of such failure. Notice to Seller hereunder will constitute notice to Seller.
Tax Indemnification Procedures. (i) After the Closing, each Party shall promptly notify the other Party in writing of any demand, claim or notice of the commencement of an audit received by such Party from any Governmental Authority or any other Person with respect to Taxes for which such other Party is liable pursuant to Section 9.8(a) or Section 9.8(b); provided, however, that a failure to give such notice will not affect such other Party’s rights to indemnification under this ARTICLE IX, except to the extent that such Party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax liability. Payment by an indemnitor of any amount due to an indemnitee under this Section 9.8 shall be made within thirty (30) days following written notice by the indemnitee that payment of such amounts to the appropriate Governmental Authority or other applicable Person is due by the indemnitee; provided, that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority or other applicable Person.
(ii) All amounts required to be paid pursuant to this Section 9.8 shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the indemnified party.
Tax Indemnification Procedures. (a) After the Closing, each party to this Agreement (whether Buyers or any Seller, as the case may be) shall promptly notify the other party in writing of any demand, claim or notice of the commencement of an audit received by such party from any Taxing Authority or any other Person with respect to Taxes for which such other party is liable pursuant to Section 7.01; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under this Article 7, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Taxing Authority or any other Person in respect of any such asserted Tax liability.
(b) Payment by an indemnitor of any amount due to an indemnitee under Article 7 of this Agreement shall be made within ten days following written notice by the indemnitee that payment of such amounts to the appropriate Taxing Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five Business Days before it is due to the appropriate Taxing Authority or applicable third party. In the case of a Tax that is contested in accordance with the provisions of Section 7.05, payment of such contested Tax will not be considered due earlier than the date a Final Determination to such effect is made by such Taxing Authority or a court. For this purpose, a “Final Determination” shall mean a settlement, compromise, or other binding agreement, such as a closing agreement or other comparable agreement, with the relevant Taxing Authority, a deficiency notice with respect to which the period for filing a petition, claim or remedy with the relevant state, local or foreign tribunal has expired or a final decision of any court of competent jurisdiction that is not subject to any appeal or remedy or as to which the time for appeal has expired.
Tax Indemnification Procedures. After the Closing, each party to this Agreement shall promptly send to the other party (which, in the case of any written demand, claim or notice received by the Newco Indemnitees, shall be sent to the Stockholder Representative) a copy of any written demand, claim or notice of the commencement of an audit received by such party from any Governmental Entity or any other Person with respect to Taxes for which indemnification is available pursuant to Section 8.6 of this Agreement; provided, however, that a failure to send such written demand, claim or notice will not affect a Newco Indemnitee’s rights to indemnification under this Article VIII, except to the extent that the Indemnitor is actually prejudiced thereby.
