Contest Provisions. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).
Contest Provisions. Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its affiliates or the Group Subsidiaries of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Group Subsidiaries for which Seller would be required to indemnify Purchaser pursuant to Section 8.2(i), provided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder. Seller shall have the sole right to represent the Group Subsidiaries' interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense. Notwithstanding the foregoing, Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser or the Group Subsidiaries for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld. Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 8.2(i). Purchaser may not agree to settle any tax claim for the portion of the year or period ending on or prior to the Closing Date which may be the subject of indemnification by Seller under Section 8.2(i) without the prior written consent of Seller, which consent shall not be unreasonably withheld.
Contest Provisions. (i) Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments affecting or which might reasonably be expected to affect the Tax liabilities for which Parent and Seller may be liable pursuant to this Section 7.1.
Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Party shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesti...
Contest Provisions. (a) In the event (i) Seller or its Affiliates or (ii) Buyer or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments.
Contest Provisions. If, subsequent to the Closing, any of Parent, the Company or the Company Subsidiaries receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a "Pre-Closing Return"), then within fifteen (15) days after receipt of such notice, Parent shall notify the Securityholders' Representative of such notice. The Securityholders' Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could have an impact on Taxes of the Company for a Tax period or portion thereof beginning on or after the Closing Date (a "Post-Closing Tax Period"), then the Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have an impact on Taxes of the Company in any Post-Closing Tax Period; provided, further, that if the Company Indemnifying Parties are not reasonably expected to fully indemnify Parent Indemnified Parties pursuant to this Agreement for any Damages arising from such Tax Contest, then the Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Securityholders' Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Securityholders' Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Company Indemnifying Parties' indemnification obligations under this Agreement without the Securityholders' Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest.
Contest Provisions. (a) Buyer shall promptly (and in any event within fifteen (15) Business Days) notify Seller in writing upon receipt by Buyer, any of its affiliates or any Company or any Company Subsidiary of notice of any pending or threatened Federal, state, local or foreign audits or assessments relating to Taxes which may affect the Tax liabilities of any Company or any Company Subsidiary for which Seller would be required to indemnify Buyer pursuant to Section 7.1(a) hereof; provided, however, that no failure or delay in giving any such notice shall relieve Seller of its obligations under this Agreement. Seller shall have the sole right to represent the Companies' interests in any audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense; provided that with respect to any Company or Company Subsidiary for which Buyer and Seller have not made a valid election under Code Section 338(h)(10), Buyer shall be given notice of, and have the right to monitor all proceedings and to review in advance and comment on all submissions made by Seller in connection therewith. Notwithstanding the foregoing, Seller agrees not to take any position or enter into any agreement, settlement or arrangement related to the treatment under the Code of any insurance or annuity policies, plans, or contracts, any financial products and any similar related policies, contracts, plans or products, whether individual, group or otherwise issued, entered into or sold by Liberty Life, Liberty Bermuda or any Insurance Subsidiary that is inconsistent with the intended treatment under the Code of such polices, plans, contracts or products or take any other action that would affect their intended treatment under the Code without the consent of Buyer, which consent shall not be unreasonably withheld.
Contest Provisions. (i) Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder.
Contest Provisions. The Company shall promptly notify the Purchasers in writing upon receipt by the Company or the Tax Subsidiaries or any of their Affiliates of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company.
Contest Provisions. Each of Purchaser and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld.
