Common use of Tax Indemnity Claims Clause in Contracts

Tax Indemnity Claims. The provisions of this Section 10.8 shall apply only to the indemnification provided for under Section 10.7. If a claim for Taxes is made against any Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller’s cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all indemnified Damages with respect to, such claim, (ii) is reasonably contesting such claim in good faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages with respect thereto, or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 10.8 17.7 shall apply only to the indemnification provided for under Section 10.717.6. If a claim for Taxes is made against any the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.717.6, the Buyer shall promptly furnish written notice to the Seller Sellers of such claim. Failure of the Buyer to so notify the Seller claim within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise)Buyer. The Seller Sellers shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller Sellers shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the SellerSellers, at the Seller’s Sellers’ cost and expense, (i) has have undertaken the defense of, and assumed full responsibility for all indemnified Damages Losses with respect to, such claim, (ii) is are reasonably contesting such claim in good faith by appropriate proceedings, and (iii) has have taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller Sellers with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller Sellers for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does Sellers do not notify the Buyer that it elects (at the Seller’s Sellers’ cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages Losses with respect thereto, or, if the Seller gives Sellers give such notice and thereafter fails fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 10.8 shall apply only to the indemnification provided for under Section 10.7. If a claim for Taxes is made against any the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller’s cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all indemnified Damages Adverse Consequences with respect to, such claim, (ii) is reasonably contesting such claim in good faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages Adverse Consequences with respect thereto, or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 10.8 shall apply only to the indemnification provided for under Section 10.7. If a claim for Taxes is made against any the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller’s cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all indemnified Damages with respect to, such claim, (ii) is reasonably contesting such claim in good faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages with respect thereto, or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.63

Tax Indemnity Claims. The provisions of this Section 10.8 6.7 shall apply only to the indemnification provided for under Section 10.76.6. If a claim for Taxes is made against any Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.76.6, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within sixty fifteen (6015) days of the Buyer's knowledge of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise)claim. The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So , so long as the Seller, at the Seller’s 's cost and expense, (i) has undertaken the defense of, and assumed in writing full responsibility for all indemnified Damages Losses with respect to, such claim, (ii) is reasonably contesting such claim in good faith faith, by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, (iv) has maintained adequate reserves, subject to Buyer's reasonable satisfaction, that Seller has sufficient funds to indemnify Buyer for all Losses relating to the claim, and (v) Seller's pursuit of the claim does not adversely affect the business operations of Buyer. Provided that the requirements in the previous sentence are met, Buyer shall not pay or settle any such claim. Seller shall permit Buyer to participate in such settlement or defense through counsel chosen by Buyer (but the fees and expenses of such counsel shall be paid by Buyer). Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s 's notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller’s 's cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages Losses with respect thereto, or, if the Seller or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s 's property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.. Tax Refunds. Refunds of Taxes paid or payable with respect to Taxes attributable to the LLCs shall be promptly paid as follows (or to the extent payable but not paid due to offset against other Taxes shall be promptly paid by the Party receiving the benefit of the offset as follows): (i) to Seller if attributable to Taxes with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 6.1) to the portion of such period beginning before and ending on the Closing Date); and (ii) to Buyer if attributable to Taxes with respect to any Tax year or portion thereof beginning after the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 6.1) to the portion of such period ending after the Closing Date). Covenants of Seller and Buyer

Tax Indemnity Claims. The provisions of this Section 10.8 10.6 shall apply only to the indemnification provided for under Section 10.710.5. If a claim for Taxes is made against any the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.710.5, the Buyer shall promptly furnish written notice to the Seller Sellers of such claim. Failure of the Buyer to so notify the Seller Sellers within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller Sellers as to such claim to the extent the Seller’s Sellers’ position is prejudiced as a result thereof (whether due to an adverse effect affect on its their ability to contest such claim or otherwise). The Seller Sellers shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller Sellers shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the SellerSellers, at the Seller’s Sellers’ cost and expense, (i) has have undertaken the defense of, and assumed full responsibility for all indemnified Damages Adverse Consequences with respect to, such claim, (ii) is are reasonably contesting such claim in good faith faith, by appropriate proceedings, and (iii) has have taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller Sellers with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller Sellers for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does Sellers do not notify the Buyer that it elects they elect (at the Seller’s Sellers’ cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages Adverse Consequences with respect thereto, or, if the Seller gives or give such notice and thereafter fails fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 10.8 7.6 shall apply only to the indemnification provided for under Section 10.77.5. If a claim for Taxes is made against any Buyer the Acquirer and if the Buyer Acquirer intends to seek indemnity with respect thereto under Section 10.77.5, the Buyer Acquirer shall promptly furnish written notice to the Seller Contributor of such claim. Failure of the Buyer Acquirer to so notify the Seller Contributor within sixty (60) days of the claim being made against the Buyer Acquirer shall terminate all rights of the Buyer Acquirer to indemnity by the Seller Contributor as to such claim to the extent the SellerContributor’s position is prejudiced as a result thereof (whether due to an adverse effect affect on its their ability to contest such claim or otherwise). The Seller Contributor shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question Acquirer shall cooperate with it them in connection therewith. The Seller Contributor shall permit the Buyer Acquirer to participate in such settlement or defense through counsel chosen by the Buyer Acquirer (but the fees and expenses of such counsel shall be paid by the BuyerAcquirer). So long as the SellerContributor, at the SellerContributor’s cost and expense, (i) has have undertaken the defense of, and assumed full responsibility for all indemnified Damages Adverse Consequences with respect to, such claim, (ii) is are reasonably contesting such claim in good faith faith, by appropriate proceedings, and (iii) has have taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity Acquirer for payment of such claim, the Buyer Acquirer shall not pay or settle any such claim. Notwithstanding compliance by the Seller Contributor with the preceding sentence, the Buyer in question Acquirer shall have the right to pay or settle any such claim, but in such event it they shall waive any right to indemnity by the Seller Contributor for such claim. If within thirty (30) days after the receipt of the BuyerAcquirer’s notice of a claim of indemnity hereunder, the Seller Contributor does not notify the Buyer Acquirer that it elects they elect (at the SellerContributor’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages Adverse Consequences with respect thereto, or, if the Seller gives or give such notice and thereafter fails fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the BuyerAcquirer’s property as contemplated above, the Buyer Acquirer shall have the right to contest, settle, or compromise such claim, claim and the Buyer Acquirer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 10.8 shall apply only to the indemnification provided for under Section 10.7. If a claim for Taxes is made against any the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.7, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller’s cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all indemnified Damages with respect to, such claim, (ii) is reasonably contesting such claim in good faith by appropriate proceedings, and (iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages with respect thereto, or, if the Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.

Tax Indemnity Claims. The provisions of this Section 10.8 6.7 shall apply only to the indemnification provided for under Section 10.76.6. If a claim for Taxes is made against any Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.76.6, the Buyer shall promptly furnish written notice to the Seller of such claim. Failure of the Buyer to so notify the Seller within sixty fifteen (6015) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the Seller as to such claim claim. not affect the indemnity obligations of Seller hereunder except to the extent the Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest Seller was substantially disadvantaged by such claim or otherwise). The delay in delivery notice of such claim.. Seller shall have thirty (30) days after receipt of such notice (or such shorter period as is appropriate under applicable law, but in any event not less than ten (10) days) to undertake, conduct, and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it in connection therewith. The Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer). So long as the Seller, at the Seller’s cost and expense, (i) has undertaken the defense of, and assumed full responsibility for all indemnified Damages Losses with respect to, such claim, (ii) is reasonably contesting such claim in good faith faith, by appropriate proceedings, and (iiiand(iii) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the and (iv) there is no risk of Buyer or any Affiliate thereof being exposed to criminal penalties, Buyer shall not pay or settle any such claim. Notwithstanding compliance by the Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the Seller does not notify the Buyer that it elects (at the Seller’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified Damages Losses with respect thereto, or, if the Seller or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, or compromise such claim, claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement. Nothing in Sections 6.5 or 6.7 shall have the effect of allowing Seller to control any Tax Proceeding or Tax claim to the extent such Tax Proceeding or Tax claim relates to Taxes for which Seller does not have an indemnification obligation.

Tax Indemnity Claims. The provisions of this Section 10.8 17.6 shall apply only to the indemnification provided for under Section 10.717.5. If a claim for Taxes is made against any the Buyer and if the Buyer intends to seek indemnity with respect thereto under Section 10.717.5, the Buyer shall promptly furnish written notice to the each Seller of such claim. Failure of the Buyer to so notify the any Seller within sixty (60) days of the claim being made against the Buyer shall terminate all rights of the Buyer to indemnity by the such Seller as to such claim to the extent the such Seller’s position is prejudiced as a result thereof (whether due to an adverse effect on its ability to contest such claim or otherwise). The Such Seller shall have thirty (30) days after receipt of such notice to undertake, conduct, conduct and control (through counsel of its own choosing and at its own expense) the settlement or defense thereof, and the Buyer in question shall cooperate with it such Seller in connection therewith. The If such Seller elects to undertake the settlement or defense thereof, then such Seller shall promptly furnish written notice to the Buyer of such undertaking. Such Seller shall permit the Buyer to participate in such settlement or defense through counsel chosen by the Buyer (but the fees and expenses of such counsel shall be paid by the Buyer); provided, however, that the Buyer shall be entitled to participate in any such defense with separate counsel reasonably acceptable to Seller at the expense of such Seller if (i) so requested by such Seller to participate or (ii) in the reasonable opinion of both counsel to such Seller and counsel to the Buyer (or, if they disagree, of an independent counsel acceptable to each of them) a conflict or potential conflict exists between such Seller and the Buyer that would make such separate representation necessary. So long as the such Seller, at the such Seller’s cost and expense, (ia) has undertaken the settlement or defense of, and assumed full responsibility for all indemnified Damages with respect to, of such claim, (iib) is reasonably contesting such claim in good faith by appropriate proceedings, and (iiic) has taken such action (including the posting of a bond, deposit, or other security) as may be necessary to prevent any action to foreclose a lien against or attachment of the property of the Buyer seeking indemnity for payment of such claim, the Buyer shall not pay or settle any such claim. Notwithstanding compliance by the such Seller with the preceding sentence, the Buyer in question shall have the right to pay or settle any such claim, but in such event it shall waive any right to indemnity by the such Seller for such claim. If within thirty (30) days after the receipt of the Buyer’s notice of a claim of indemnity hereunder, the such Seller does not notify the Buyer that it elects (at the such Seller’s cost and expense) to undertake the settlement or defense thereof and assume full responsibility for all indemnified Damages Losses with respect thereto, or, if the such Seller gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of the Buyer’s property as contemplated above, the Buyer shall have the right to contest, settle, settle or compromise such claim, claim and the Buyer shall not thereby waive any right to indemnity for such claim under this Agreement.