TAXATION CLAIM Sample Clauses

TAXATION CLAIM. In the event of any Taxation Claim arising, the Purchaser shall give or procure that notice thereof is as soon as reasonably practicable given to the Vendors in the manner provided in Clause 9, provided that such notice shall not be a condition precedent to the liability of the Vendors hereunder; and, as regards any such Taxation Claim, the Purchaser shall procure that the Company shall at the request of the Vendors take such action, or procure that such action be taken, as the Vendors reasonably request to cause the Taxation Claim to be withdrawn, or to dispute, resist appeal against, compromise or defend the Taxation Claim and any determination in respect thereof but subject to the Company being indemnified and secured to its or their reasonable satisfaction by the Vendors against all losses (including additional Taxation), costs, damages and expenses which may be thereby incurred.
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TAXATION CLAIM. 4.1 In the event of any Taxation Claim arising, the Covenantees shall by way of covenant but not as a condition precedent to the liability of the Covenantors hereunder:
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TAXATION CLAIM the issue of any notice, demand, assessment, letter or other document by or on behalf of any taxation authority or the imposition (or any document referring to the possible imposition) of any withholding of or on account of taxation, from which it appears that a taxation liability will be imposed on the Company or the Subsidiaries;
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TAXATION CLAIM. 4.1 In the event of any claim for Taxation Claim arising under this Deed, the Purchaser shall give or procure that notice thereof and relevant information is as soon as reasonably practicable given to the Indemnifier in the manner provided in Clause 7 and as regards any such claim for Taxation Claim, the Purchaser shall procure that the Companies or any of them shall at the request of the Indemnifier use its best endeavours to cause the claim for Taxation Claim to be withdrawn, or to dispute, resist, appeal against, compromise or defend the claim for Taxation Claim and any determination in respect thereof but subject to the Companies or any of them being indemnified and secured to its or their reasonable satisfaction by the Indemnifier against any and all losses (including additional Taxation), costs, damages and expenses which may be thereby incurred.
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TAXATION CLAIM. 3.1 In the event of any Taxation Claim arising, the Covenantees or any of them will (but not as a condition precedent to the liability of the Covenantors hereunder) as soon as practicable give notice of such claim to the Covenantors and will supply the Covenantors with all information and particulars necessary to enable the Covenantors at their own expenses and in the name of the Company to object to or contest such claim and (subject to the Company being indemnified to its reasonable satisfaction against all costs and disbursements of and in relation to any legal proceedings which may be instituted in respect of such claim) the Company will not accept, pay or compromise any such claim without giving the Covenantors an opportunity to resist it.
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Related to TAXATION CLAIM

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Indemnification Claims (a) In the event that any of the Parties are entitled, or seek to assert rights, to indemnification under this Article VI, the Party or Parties seeking indemnification (the “Indemnified Parties”) shall give written notification to the other Party or Parties (the “Indemnifying Parties”) of the commencement of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 Business Days after receipt by the Indemnified Parties of notice of such suit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Parties) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on the part of the Indemnified Parties in notifying the Indemnifying Parties shall relieve the Indemnifying Parties of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Parties may, upon written notice thereof to the Indemnified Parties seeking indemnification, assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the Indemnified Party seeking indemnification; provided that the Indemnifying Parties may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party seeking indemnification. If the Indemnifying Parties do not so assume control of such defense, the Indemnified Parties seeking indemnification shall control such defense. The Party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided that if the Indemnifying Parties assumes control of such defense and the Indemnified Parties seeking indemnification reasonably concludes that the Indemnifying Parties and the Indemnified Parties seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Parties shall be considered “Damages” for purposes of this Agreement. The Party or Parties controlling such defense (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party as reasonably needed in the defense of such suit or proceeding at the sole cost and expense of the Indemnifying Parties under Section 6.1 or 6.2, which cost and expense shall be considered “Damages” for purposes of this Agreement. The Indemnifying Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Parties shall not be required if the Indemnifying Parties agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Parties from further liability and has no other materially adverse effect on the Indemnified Parties. The Indemnified Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnifying Parties, which shall not be unreasonably withheld or delayed.

  • Priority Tax Claims Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.

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