Tax Proceedings. In the event Purchaser or any of Purchaser’s Affiliates receives notice of any examination, claim, adjustment or other proceeding relating to the liability for Taxes of or with respect to the Assets for any period prior to the Effective Date other than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax return of Purchaser or (ii) the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates in the negotiations and settlement of any proceeding described in this Section 11.03.
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Samples: Purchase and Sale Agreement (PRB Transportation, Inc.)
Tax Proceedings. In Parent and the event Purchaser or Representative shall cooperate fully as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any of Purchaser’s Affiliates receives notice of any examinationaudit, claiminvestigation, adjustment litigation or other proceeding relating with respect to the liability for Taxes of imposed on or with respect to the Assets for assets, operations or activities of the Company or with respect to Taxes resulting from the Acquisition (each a “Tax Proceeding”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any period such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Representative and Parent further agree, upon request, to use Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Shareholders, the Buyer Parties or the Company (including, but not limited to, with respect to the transactions contemplated hereby). Notwithstanding anything herein to the contrary, Parent shall control any Tax Proceeding; provided, however, (i) the Representative, at its sole cost and expense, shall have the right to participate in any Tax Proceeding to the extent it relates to any Pre-Closing Period or the portion of any Straddle Period ending on (and including) the day immediately prior to the Effective Date other than obligations Closing Date, and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax return of Purchaser or (ii) Parent shall not (nor allow the manner in which Purchaser Company to) settle or any of its Affiliates conducts otherwise resolve any Tax audit, suit action Proceeding if such settlement or proceeding with respect other resolution relates to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment Pre-Closing Period or proceeding the defense portion of which it has controlled any Straddle Period ending on (and including) the day immediately prior to the Closing Date without the Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates in consent of the negotiations and settlement of any proceeding described in this Section 11.03Representative, which will not be unreasonably withheld or delayed.
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Tax Proceedings. In the event Purchaser or any of Purchaser’s Affiliates receives notice of any examination, claim, adjustment or other proceeding relating to the liability for Taxes of or with respect to the Assets for any period prior to the Effective Date other than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b11.3(b) and 11.03(e11.3(e), Purchaser shall notify Seller in writing within 7 seven (7) days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax return of Purchaser or (ii) the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates in the negotiations and settlement of any proceeding described in this Section 11.0311.3.
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Tax Proceedings. In (a) Subject to Section 12.4(b) hereof, Purchasers shall have the event Purchaser sole right to represent the JV Companies' interests in, and to control and direct the conduct, defense, settlement or compromise of, any Tax Matter involving any Taxes for which Purchasers bear sole liability under Section 12.2, including, but not limited to, Tax Matters involving any Taxes relating or incidental to or by virtue of all taxable periods beginning after December 31, 1999.
(b) Purchasers shall conduct any Tax Matter relating to Taxes for which liability is shared between the Sellers and the Purchasers pursuant to Section 12.2, including, but not limited to, any Taxes relating or incidental to or by virtue of all taxable periods (or portions thereof) ending on or prior to December 31, 1999, provided, however, that (i) Celanese (including, at Celanese's direction, its or a Seller's personnel or consultants) shall have the right to participate in the conduct of any such Tax Matter at its own expense, and (ii) neither Sellers nor Purchasers shall (nor shall any of Purchaser’s Affiliates receives notice them cause any of their affiliates to) settle or compromise any such Tax Matter without the prior written consent of Celanese or 3M, as the case may be, which consent shall not be unreasonably withheld, delayed or conditioned. Any disagreements between 3M and Celanese regarding a proposed settlement or compromise of any examinationsuch Tax Matter shall be promptly resolved pursuant to Section 12.6(b), claim, adjustment which resolution shall be binding on the Parties.
(c) If Sellers or other proceeding Purchasers receive any written notice from any taxing authority relating to the liability for Taxes of or any Tax Matter with respect to a JV Company involving any Taxes indemnifiable hereunder, the Assets for party receiving such notice shall promptly, but in any period prior to the Effective Date other event no later than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 20 calendar days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax return of Purchaser or (ii) the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates in the negotiations and settlement of any proceeding described in this Section 11.03.after receipt
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Tax Proceedings. In the event Purchaser or any of Purchaser’s Affiliates receives notice of any examination, claim, adjustment or other proceeding relating to the liability for Taxes of or with respect to the Assets for any period prior to the Effective Date other than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) Buyer and Seller shall each provide prompt notice to the other party of any claim, assessment or dispute of which it becomes aware related to Taxes that, if pursued successfully, would reasonably be expected to serve as a basis for a claim for indemnification under Section 5.17(a) or that the other party is otherwise entitled to control pursuant to this Section 5.17(e) (a “Tax Claim”). Such notice shall describe in reasonable detail any asserted Tax liability relating to such Tax Claim and shall be accompanied by copies of any notice and other documents received from any Tax return authority in respect of Purchaser or any such Tax Claim.
(ii) In the manner in which Purchaser or any case of its Affiliates conducts any Tax audit, suit action contest, litigation, defense or other proceeding (a “Tax Proceeding”) to the extent relating to Taxes of the Company or any Subsidiary of the Company for any Pre-Closing Tax Period or Straddle Period, the Controlling Party shall have the sole right to control, contest, resolve and defend such Tax Proceeding (including the right to determine whether and when to settle the Tax Proceeding); provided, however, that, (A) the Controlling Party shall promptly notify the Non-Controlling Party of such Tax Proceeding and provide the Non-Controlling Party with respect a timely and reasonably detailed account of each phase of such Tax Proceeding; (B) the Controlling Party shall promptly deliver to the Non-Controlling Party copies of all correspondence and documents related to such Tax returnProceeding; provided, further, that Purchaser (C) the Controlling Party shall consult with the Non-Controlling Party before taking any material action in connection with such Tax Proceeding; (D) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding; (E) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding; and (F) the Controlling Party shall not settle any examination, claim, adjustment or proceeding the defense of which it has controlled such Tax Proceeding without the Seller’s prior written consent. The Parties consent of the Non-Controlling Party which shall cooperate with each other and with their respective Affiliates in the negotiations and settlement of any proceeding described in this Section 11.03.not be unreasonably withheld, conditioned or delayed;
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Tax Proceedings. In the event Purchaser or any of Purchaser’s Affiliates receives notice of any examination, claim, adjustment or other proceeding relating to the liability for Taxes of or with respect to the Assets for any period prior to the Effective Date other than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes for which Seller is or may be liable, Seller shall at Seller’s expense control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) If any Tax return of Purchaser Governmental Authority informs the Sellers or their Affiliates (ii) including the manner in which Purchaser Sellers’ Representative and the CSV Intermediate Entities), on the one hand, or the Buyer or any of its Affiliates conducts (including the Acquired Companies), on the other hand, of any proposed or actual audit, examination, adjustment, claim, assessment, or demand concerning Flow-Through Taxes (a “Tax Proceeding”), the party so informed will notify the other party of such matter within ten (10) Business Days after receiving such notice
(ii) Sellers’ Representative shall have the right to control (at its expense), by written notice to Buyer no later than five (5) days after it has been notified of such Tax Proceeding, any Tax auditProceeding that solely relates to taxable periods or portions thereof ending on or prior to the Closing Date, suit action and Buyer shall control (at its expense) all other Tax Proceedings. The controlling party shall (x) permit the non-controlling party to participate (at the non-controlling party’s expense) in the conduct of such Tax Proceeding (to the extent permitted by the applicable Taxing Authority), (y) keep the non-controlling party reasonably informed of the status of such Tax Proceeding, and (z) not settle or proceeding compromise the Tax Proceeding without the prior written consent of the non-controlling party (not to be unreasonably withheld, conditioned or delayed).
(iii) Notwithstanding anything to the contrary herein, with respect to such an “imputed underpayment” determined in connection with any Tax return; providedProceeding, further, that Purchaser (x) the Sellers’ Representative shall not settle any examination, claim, adjustment or proceeding be deemed to consent to the defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates in the negotiations and settlement making of any proceeding described election by an Acquired Company under Section 6226 of the Code (a “Push-Out Election”) and (y) the Sellers’ Representative shall cause the applicable CSV Intermediate Entities to make a Push-Out Election if so requested by Buyer in this Section 11.03writing.
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Tax Proceedings. In the event Purchaser Purchasers, any Company Group Member, or any of Purchaser’s their Affiliates receives receive notice of any claim, assessment, notice, return, demand, letter, examination, claim, adjustment or other document or proceeding relating to the liability for Taxes by or on behalf of or a Tax Authority (a “Tax Claim”) with respect to the Assets Tax Liability of any Company Group Member for any period prior to which Seller is responsible, in whole or in part, under the Effective Date other than obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(bterms of
Section 12.1 Purchasers shall, within thirty (30) and 11.03(e)Days, Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this Agreement, except to the extent that such failure actually and materially prejudices Seller. As to any such Taxes Tax Liability for which Seller is or may be liableexclusively responsible in accordance with Section 12.1, Seller shall be entitled, at Seller’s expense its expense, to control or settle the contest of such examination, claim, adjustment or other proceeding; , provided thatthat (a) Seller notifies Purchasers of its desire to control or settle such contest not later than fifteen (15) Days after receipt by Seller of such notice (b) Seller may not, so long as Seller’s interests are not adversely affected therebywithout the prior written consent of Purchasers, Purchaser shall, at its expense, control agree to any settlement which could result in an increase in the defense amount of Taxes of any examinationCompany Group Member for which Purchasers are responsible, claimin whole or in part, adjustment or proceeding which would affect (i) for Taxes under the terms of Section 12.1. Seller shall be entitled to resist any Tax return Claim that relates to Tax for which it may be responsible under Section 12.1, provided that it shall keep Purchasers informed of Purchaser or (ii) the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect all relevant material matters pertaining to such Tax return; providedClaim, furtherand shall cause any material written communication relating to the Tax Claim to be submitted to Purchasers for their approval, that such approval not to be unreasonably withheld or delayed, prior to transmitting such communication to the Tax Authority. Seller and each Purchaser shall not settle any examination, claim, adjustment or proceeding the defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other other, and with their respective Affiliates Affiliates, and will consult with each other in the negotiations negotiation and settlement of any proceeding described in this Section 11.0312.5 that could affect the other. Each Purchaser shall provide, or cause to be provided, to Seller and its Affiliates necessary authorizations, including powers of attorney, to control any proceeding which Seller is entitled to control pursuant to this Section 12.5.
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Tax Proceedings. In (i) Purchaser and Seller shall promptly notify the event Purchaser other in writing upon the receipt of notice from any Taxing Authority of any pending or threatened audit or administrative or judicial proceeding related to Taxes of the Company for which indemnification may be claimed pursuant to this Agreement; provided, that the failure to provide such notice shall not release the indemnifying Party from any of Purchaser’s Affiliates receives notice of any examination, claim, adjustment or other proceeding relating to the liability for Taxes of or with respect to the Assets for any period prior to the Effective Date other than its indemnification obligations and liabilities for Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), Purchaser shall notify Seller in writing within 7 days of receiving notice thereof. The failure by Purchaser to so notify Seller shall not relieve Seller of any liability that it may have to Purchaser under this AgreementSection 5.10, except to the extent the indemnifying Party is actually prejudiced by such failure.
(ii) Seller shall have the sole right to control any audit or administrative or judicial proceeding with respect to Taxes of the Company (a “Tax Proceeding”) for any taxable period that such failure actually ends, with respect to the Company, on or prior to the Closing Date (including any Tax Proceeding with respect to any affiliated, consolidated, combined or unitary group for Tax purposes that includes the Company, on the one hand, and materially prejudices Seller. As Seller or any Affiliate of Seller (other than the Company), on the other hand); provided, however, that Seller shall keep Purchaser reasonably informed with respect to any such Taxes for which Seller is or may be liable, Seller Tax Proceeding that relates solely to the Company.
(iii) Purchaser shall at Seller’s expense have the right to control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax return Proceeding for any Straddle Period of the Company; provided, that with respect to any such Tax Proceeding, (A) Purchaser or (ii) the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding shall keep Seller reasonably informed with respect to such Tax return; providedProceeding, further, that (B) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding and (C) Purchaser shall not settle or compromise any examination, claim, adjustment or proceeding the defense of which it has controlled such Tax Proceeding without the Seller’s prior written consent. The Parties consent of Seller, which consent shall cooperate with each other and with their respective Affiliates in the negotiations and settlement of any proceeding described in this Section 11.03not unreasonably be withheld or delayed.
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