Common use of Vendor’s Contest Rights Clause in Contracts

Vendor’s Contest Rights. (1) Vendor may at any time by written notice to Purchaser elect to control, defend, settle, compromise or prosecute in any manner an audit, examination, investigation, or other proceeding with respect to Taxes or Tax issues related to any matter in respect of which Purchaser may have a right of indemnification pursuant to this Article 8, except that: (a) Vendor shall deliver to Purchaser a written agreement that Purchaser is entitled to indemnification for all Losses arising out of that audit, examination or other proceeding and that Vendor shall be liable for the entire amount of those Losses; (b) Vendor may not, without the written consent of Purchaser, settle or compromise Taxes or Tax issues related to any matter which may affect Tax liabilities of Purchaser or any Target Entity for a Post-Closing Period; and (c) Vendor shall pay to Purchaser the amount of all Taxes (including, for greater certainty, interest and penalties) specified in the notice of assessment or other claim from the Governmental Authority to which Purchaser’s indemnity Claim relates within 10 Business Days before the amount is required to be paid to the Governmental Authority or within 10 Business Days after Purchaser has forwarded to Vendor a Claim for indemnity. (2) Purchaser and/or any Target Entity, as applicable, shall execute or cause to be executed such documents or take such action as reasonably requested by Vendor to enable Vendor to take any action they deem appropriate with respect to any proceedings in respect of which Vendor has contest rights under this Agreement. In addition: (a) Vendor shall keep Purchaser duly informed of any proceedings in connection with any matter which may affect the Taxes payable by Purchaser or any Target Entity; and (b) Purchaser shall be promptly provided with copies of all correspondence and documents relating to those proceedings and may, at its option and its own expense, participate in those proceedings through counsel of its choice.

Vendor’s Contest Rights. (1) The Vendor may at any time by written notice to the Purchaser elect to control, defend, settle, compromise or prosecute in any manner an audit, examination, investigation, or other proceeding with respect to Taxes or Tax issues related to any matter in respect of which the Purchaser may have a right of indemnification pursuant to this Article 87, except that: (a) the Vendor shall deliver to the Purchaser a written agreement that the Purchaser is entitled to indemnification for all Losses arising out of that audit, examination or other proceeding and that the Vendor shall be liable for the entire amount of those Losses; (b) the Vendor may not, without the written consent of the Purchaser, settle or compromise Taxes or Tax issues related to any matter which may affect Tax liabilities of the Purchaser or any Target Entity the Subsidiaries for a Post-Closing Period; and (c) the Vendor shall pay to the Purchaser the amount of all Taxes (including, for greater certainty, interest and penalties) specified in the notice of assessment or other claim from the Governmental Authority to which the Purchaser’s indemnity Claim relates within 10 Business Days before the amount is required to be paid to the Governmental Authority or within 10 Business Days after the Purchaser has forwarded to the Vendor a Claim for indemnity. (2) The Purchaser and/or any Target Entitythe Subsidiaries, as applicable, shall execute or cause to be executed such documents or take such action as reasonably requested by the Vendor to enable the Vendor to take any action they deem appropriate with respect to any proceedings in respect of which the Vendor has contest rights under this Agreement. In addition: (a) the Vendor shall keep the Purchaser duly informed of any proceedings in connection with any matter which may affect the Taxes payable by the Purchaser or any Target Entitythe Subsidiaries; and (b) the Purchaser shall be promptly provided with copies of all correspondence and documents relating to those proceedings and may, at its option and its own expense, participate in those proceedings through counsel of its choice.

Vendor’s Contest Rights. (1) The Vendor may at any time by written notice to the Purchaser elect to control, defend, settle, compromise or prosecute in any manner an audit, examination, investigation, or other proceeding with respect to Taxes or Tax issues related to any matter in respect of which the Purchaser may have a right of indemnification pursuant to this Article 87, except that: (a) the Vendor shall deliver to the Purchaser a written agreement that the Purchaser is entitled to indemnification for all Losses Taxes arising out of that audit, examination or other proceeding and that the Vendor shall be liable for the entire amount of those LossesTaxes; (b) the Vendor may not, without the written consent of the Purchaser, settle or compromise Taxes or Tax issues related to any matter which may affect Tax liabilities of the Purchaser or any Target Entity the Corporation for a Post-Closing Period; and (c) the Vendor shall pay to the Purchaser the amount of all Taxes (including, for greater certainty, interest and penalties) specified in the notice of assessment or other claim from the Governmental Authority to which the Purchaser’s 's indemnity Claim relates (provided that the notice of assessment or other claim is provided to the Purchaser) within 10 Business Days before the amount is required to be paid to the Governmental Authority or within 10 Business Days after the Purchaser has forwarded to the Vendor a Claim for indemnity, whichever is later. (2) The Purchaser and/or any Target Entitythe Corporation, as applicable, shall execute or cause to be executed such documents or take such action as reasonably requested by the Vendor to enable the Vendor to take any action they deem appropriate with respect to any proceedings in respect of which the Vendor has have contest rights under this Agreement. In addition: (a) the Vendor shall keep the Purchaser duly informed of any proceedings in connection with any matter which may affect the Taxes payable by the Purchaser or any Target Entitythe Corporation; and (b) the Purchaser shall be promptly provided with copies of all correspondence and documents relating to those proceedings and may, at its option and its own expense, participate in those proceedings through counsel of its choice.

Vendor’s Contest Rights. (1) Vendor The Vendors’ Representative may at any time by written notice to the Purchaser elect to control, defend, settle, compromise or prosecute in any manner an audit, examination, investigation, or other proceeding with respect to Taxes or Tax issues related to any matter in respect of which the Purchaser may have a right of indemnification pursuant to this Article 87, except that: (a) Vendor the Vendors’ Representative shall deliver to the Purchaser a written agreement that the Purchaser is entitled to indemnification for all Losses arising out of that audit, examination or other proceeding and that Vendor the Vendors’ Representative shall be liable for the entire amount of those Losses; (b) Vendor the Vendors’ Representative may not, without the written consent of the Purchaser, settle or compromise Taxes or Tax issues related to any matter which may affect Tax liabilities of the Purchaser or any Target Entity Group Member for a Post-Closing Period; and (c) Vendor the Vendors’ Representative shall pay to the Purchaser the amount of all Taxes (including, for greater certainty, interest and penalties) specified in the notice of assessment or other claim from the Governmental Authority to which the Purchaser’s indemnity Claim relates within 10 Business Days before the amount is required to be paid to the Governmental Authority or within 10 Business Days after the Purchaser has forwarded to Vendor the Vendors’ Representative a Claim for indemnity. (2) The Purchaser and/or any Target EntityGroup Member, as applicable, shall execute or cause to be executed such documents or take such action as reasonably requested by Vendor the Vendors’ Representative to enable Vendor the Vendors’ Representative to take any action they deem it deems appropriate with respect to any proceedings in respect of which Vendor the Vendors’ Representative has contest rights under this Agreement. In addition: (a) Vendor the Vendors’ Representative shall keep the Purchaser duly informed of any proceedings in connection with any matter which may affect the Taxes payable by the Purchaser or any Target EntityGroup Member; and (b) the Purchaser shall be promptly provided with copies of all correspondence and documents relating to those proceedings and may, at its option and its own expense, participate in those proceedings through counsel of its choice.