Written Acknowledgment. Promptly upon receipt of notice as provided in Section 4.4(a), the Indemnity Notice Recipient shall confirm in writing to the Tax Notice Recipient that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Notice Recipient or its Subsidiaries, be a Tax for which the Indemnity Notice Recipient is responsible pursuant to this Agreement. If the Indemnity Notice Recipient believes in good faith that such liability may not be such a Tax, the Indemnity Notice Recipient shall set forth in writing to the Tax Notice Recipient the grounds for such belief.
Appears in 3 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Allegion PLC), Tax Matters Agreement (Ingersoll-Rand PLC)
Written Acknowledgment. Promptly upon receipt of notice as provided in Section 4.4(a4.5(a), the Indemnity Notice Recipient shall confirm in writing to the Tax Notice Recipient that the liability asserted in the notice of deficiency, claim or adjustment or other written communication would, if imposed upon or incurred by the Tax Notice Recipient or its Subsidiaries, be a Tax for which the Indemnity Notice Recipient is responsible pursuant to this Agreement. If the Indemnity Notice Recipient believes in good faith that such liability may not be such a Tax, the Indemnity Notice Recipient shall set forth in writing to the Tax Notice Recipient the grounds for such belief.
Appears in 2 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Allegion PLC)