Tax Contest definition
Examples of Tax Contest in a sentence
If the Seller fails within ten (10) Business Days of receipt of written notification of a Tax Notice to assume control of a Tax Contest in accordance with this Section 6.2(c), or otherwise fails to diligently defend any such Tax Contest, then the Seller shall be deemed to have waived its right to control the Tax Contest and Section 6.2(d) shall apply to the Tax Contest.
Notwithstanding the foregoing, the Seller may not assume or conduct the defense of such Tax Contest if the Seller does not acknowledge in writing its indemnification obligations under Article 8 relating to such Tax Contest.
Notwithstanding the foregoing, this Section 6.2 shall not apply with respect to any Tax Contest that relates in whole or in part to Specified Taxes, which shall be governed by the Specified Indemnities Agreement.
Without limiting the foregoing, the Seller may, in its sole discretion, pursue or forego any and all administrative appeals, Proceedings and conferences with any Governmental Authority with respect thereto, and may, in its sole discretion, contest the Tax Contest in any permissible manner, provided that neither the Seller nor the Buyer may settle any such Tax Contest without the written consent of the other, which consent shall not be unreasonably withheld, conditioned or delayed.