Examples of Seller Tax Claim in a sentence
If Seller assumes such defense, then Seller will have the authority, with respect to any Seller Tax Claim, to represent the interests of the Group member before the relevant Taxing Authority and Seller will have the right to control the defense, compromise or other resolution of any such Seller Tax Claim, subject to the limitations contained herein.
Seller may, at its expense, participate in and, to the extent that such Seller Tax Claim (i) relates to any Taxes for which Seller will reasonably be expected to bear responsibility to pay all or a portion of the Tax, or (ii) relates to a Tax taken into account in the calculation of the Purchase Price, and upon written notice to Buyer, assume the defense of any such Tax controversy (“Seller Tax Claim”).
Buyer will not enter into any settlement of or otherwise compromise any such Seller Tax Claim that may increase the Tax liability of Seller, without the prior written consent of the Seller, which consent will not be unreasonably withheld, conditioned or delayed.
Buyer will have the right (but not the duty) to participate in the defense of such Seller Tax Claim and to employ counsel, solely at its own expense, separate from the counsel employed by Seller.
Seller will keep Buyer reasonably informed with respect to the commencement, status and nature of any such Seller Tax Claim and will, in good faith, allow Buyer to consult with Seller regarding the conduct of or positions taken in any such proceeding.
If Sexxxx xecides not to assume the defense of any such Seller Tax Claim, then Buyer will keep Seller informed with respect to the commencement, status and nature of any such Seller Tax Claim and will, in good faith, allow Seller to consult with Buyer regarding the conduct of or positions taken in any such proceeding.
Seller will not enter into any settlement of or otherwise compromise any such Seller Tax Claim that may have an impact on any Group member Taxes after the Closing Date without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed.