Examples of Contested Taxes in a sentence
Pay, and require each of its Subsidiaries to pay, all federal, state, local and foreign Taxes owed by Borrower and each of its Subsidiaries before the same shall become delinquent, except (i) for deferred payment of any Contested Taxes or (ii) to the extent the failure to pay such Taxes would not reasonably be expected to have a Material Adverse Effect.
Pay, and require each of its Subsidiaries to pay, all federal, state, local and foreign Taxes owed by Borrower and each of its Subsidiaries before the same shall become delinquent, except (i) for deferred payment of any Contested Taxes or (ii) to the extent the failure to pay such Taxes could not reasonably be expected to have a Material Adverse Effect.
Buyer shall have the right to participate in the conduct of any Tax contest relating to the Contested Taxes at its own expense, including through its own counsel and other professional experts and shall be entitled to control such Tax contest in the event that Seller fails to do so.
Schedule 3.16(a) identifies all Contested Taxes and the status of any proceeding with respect thereto.
If Buyer fails to provide such notice to Seller, Buyer shall not be entitled to indemnification for such Contested Taxes if the failure shall preclude Seller from contesting the Tax.