Audits and Contests. (a) J&J or Kenvue, as applicable, shall, within 10 Business Days of becoming aware of any Tax Contest that could reasonably be expected to cause the other Party to be liable for any Taxes (including pursuant to an indemnification obligation under this Agreement), notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 5.01(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually and materially prejudiced by such failure.
Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global shall have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article II.
Audits and Contests. GP Strategies shall, at its expense, have the right to control on the taxpayer's behalf any Tax audit and any administrative or court proceeding concerning Taxes for which GP Strategies is responsible for filing a Return under Section 2(a)(i) and to concede, compromise or contest any assessment or assertion of liability with respect to any such Taxes, provided however, that Five Star will be entitled to participate in any such audit or proceeding concerning Taxes for which Five Star is liable under Section 2 and GP Strategies shall not concede, compromise or contest any assessment or assertion of liability with respect to any such Taxes for which Five Star is liable under Section 2 without the consent of Five Star (which consent shall not be unreasonably withheld). Five Star shall, at its expense, have the right to control on the taxpayer's behalf any Tax audit and any administrative or court proceeding concerning Taxes for which Five Star is responsible for filing a Return under Section 2(a)(ii) and to concede, compromise or contest any assessment or assertion of liability with respect to any such Taxes.
Audits and Contests. (a) BMS will have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of any Tax Returns that BMS is responsible for filing under Article II; provided, however, that BMS shall not settle any matter that would cause a payment obligation for any member of the MJN Group under this Agreement without the consent of MJN (which consent shall not unreasonably be withheld or delayed). If MJN does not respond to BMS’s request for consent within 30 days, MJN shall be deemed to have consented. Within 10 days of the commencement of any such audit proceeding or contest, BMS shall give MJN notice of and consult with MJN with respect to any issues relating to items of income, gain, loss, deduction or credit of MJN (any such items, “MJN Return Items”); provided, however, that MJN shall not be relieved of any obligation to make additional payments under this Agreement if BMS fails to timely deliver the notice described above except to the extent that MJN is actually prejudiced thereby. Notwithstanding the foregoing, BMS shall have the right in its sole discretion to have MJN pay any disputed taxes and xxx for a refund in the forum of BMS’s choice. BMS shall act in good faith with respect to the matters described in this Section 8.01(a).
Audits and Contests. (i) Buyer shall notify the Sellers’ Representative upon receipt by Buyer or any of its Affiliates of any written notice of any inquiries, assessments, proceedings or similar events received from any Tax Authority with respect to Taxes of the Companies for Pre-Closing Tax Periods, other than with respect to a Straddle Period (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). The Sellers’ Representative may, at the expense of the Sellers’ Representative, participate in and, upon written notice by the Sellers’ Representative to Buyer, assume the defense of any such Tax Matter. If the Sellers’ Representative assumes such defense, the Sellers’ Representative shall have the authority, with respect to any Tax Matter, to represent the interests of the Companies before the relevant Tax Authority and have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Sellers’ Representative assumes such defense, the Sellers’ Representative will be entitled to defend and settle such Tax Matter. The Sellers’ Representative shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of, or positions taken in, any such proceeding. Notwithstanding anything in this Agreement to the contrary, the Sellers’ Representative shall not settle or otherwise compromise any Tax Matter without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except that no consent shall be required for a settlement or compromise that involves only the payment of money and does not adversely affect in a legally binding manner the Tax liability of the Companies with respect to any Post-Closing Tax Period.
Audits and Contests. 56 SECTION 9.04.
Audits and Contests. (a) The Purchaser shall promptly notify the Seller in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including the Company or any member of the Company Group) of any communication with respect to any Tax Matter (or pending or threatened Tax Matter) relating to any Tax period beginning on or before the Closing Date or to the Specified Leases. The Purchaser shall include with such notification a complete copy of any written communication received by the Purchaser or any affiliate of the Purchaser (including the Company or any member of the Company Group) in respect of such Tax Matter. The failure of the Purchaser to promptly forward such notification in accordance with the immediately preceding sentence shall not relieve the Seller of any obligation under this Agreement, except to the extent that the failure to promptly forward such notification actually prejudices the ability of the Seller to contest such Tax Matter.
Audits and Contests. PRWW shall, at its expense, have the right to control on the taxpayer's behalf any Tax audit and any administrative or court proceeding concerning Taxes for which PRWW is responsible for filing a Return under Section 2(a)(i) and to concede, compromise or contest any assessment or assertion of liability with respect to any such Taxes, provided, however, that ERT will be entitled to participate in any such audit or proceeding concerning Taxes for which ERT is liable under Section 2 and PRWW shall not concede, compromise or contest any assessment or assertion of liability with respect to any such Taxes for which ERT is liable under Section 2 without the consent of ERT (which consent shall not be unreasonably withheld). ERT shall, at its expense, have the right to control on the taxpayer's behalf any Tax audit and any administrative or court proceeding concerning Taxes for which ERT is responsible for filing a Return under Section 2(b)(i) and to concede, compromise or contest any assessment or assertion of liability with respect to any such Taxes.
Audits and Contests. (a) With respect to any issue that may affect the Taxes of Company for taxable periods ending on or prior to the Closing Date, each of Purchaser and Seller shall promptly notify the other in writing within ten Business Days from its receipt of notice of (i) any pending Tax audits or assessments of Company, and (ii) any pending Tax audits or assessments of Purchaser or Seller, or any of the Affiliates thereof.
Audits and Contests. (a) With respect to any issue that may affect the Taxes of U.K. Seller with respect to the U.K. Business or Company for taxable periods ending on or prior to the Closing Date, each of U.S. Purchaser, U.K. Purchaser, U.S. Seller and U.K. Seller shall promptly notify the other in writing within ten (10) business days from its receipt of notice of (i) any pending Tax audits or assessments of Company, and (ii) any pending Tax audits or assessments of Purchasers or Sellers, or any of the Affiliates thereof. If either party fails to give the other party prompt notice under this subsection, then if such failure to give prompt notice results in a detriment to the party with an indemnification obligation hereunder, then any amount which such party is otherwise required to pay pursuant to this Agreement with respect to such indemnification obligation, shall be reduced by the amount of such detriment.
