Common use of Tax Indemnification Procedures Clause in Contracts

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.

Tax Indemnification Procedures. (a) After the Closing, each party to this Agreement (whether the Buyer or the Sellers, as the case may be) Purchaser shall promptly notify the other party Seller in writing of any demand, claim or notice of the commencement of an audit received by such party a Tax Indemnified Buyer Party from any Tax authority Governmental Authority or any other Person with respect to Taxes Table of Contents 36 for which such other party Seller is liable pursuant to Sections 11.2 or 11.3Section 8.2 of this Agreement; provided, however, that a failure to give such notice will not affect such other party’s the Tax Indemnified Buyer Parties’ rights to indemnification under this Article 11VIII, except to the extent that Seller is 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 Tax authority Governmental Authority or any other Person in respect of any such asserted Tax liability.

Tax Indemnification Procedures. (a) After the Closing, each party to this Agreement (whether the Buyer or the Sellersof Parent and Seller, as the case may be) , shall promptly notify the other party Party in writing of any demand, claim or notice of the commencement of an audit received by such party Party from any Tax authority Governmental Entity or any other Person with respect to Taxes Table of Contents 36 for which such other party Party is liable pursuant to Sections 11.2 or 11.3Section 13.1; provided, however, that a failure to give such notice will not affect such other partyParty’s rights to indemnification under this Article 11XIII, 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 Tax authority Governmental Entity or any other Person in respect of any such asserted Tax liability.