Common use of Contest of Tax Claim; After-Tax Basis Clause in Contracts

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xii) or (xiii), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consent. Indemnification in respect of such tax, governmental fee or charge shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xii12.1(a)(xi) or (xiiixii), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consentcharge. Indemnification in respect of such tax, governmental fee or charge shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if If any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller any Loan Party under Sections 12.1(a)(xii) or (xiiiSection 13.1(a)(J), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge Borrower and the costs and expenses of the Indemnified Parties, Borrower shall have the right, at its sole expense, to control participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consentcharge. Indemnification in respect of such tax, governmental fee or charge hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to when actually realized by the Indemnified Party of the payment of any of the aforesaid Taxes taxes or payments of amounts indemnified against hereunder (including any deduction) and the receipt of the indemnity payment provided hereunder or of any refund of any such Tax tax previously indemnified hereunder, including the effect of such Tax tax, amount indemnified against, deduction or refund on the amount of Tax tax measured by net income or profits which is or was payable by the Indemnified Party. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" tax consequences to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for receipt or accrual of the indemnity payment or the incurrence or payment of such indemnified amount, as the case may be.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if If any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller any Loan Party under Sections 12.1(a)(xii) or (xiiiSection 13.1(a)(J), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge Borrower and the costs and expenses of the Indemnified Parties, Borrower shall have the right, at its sole expense, to control participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consentcharge. Indemnification in respect of such tax, governmental fee or charge hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to when actually realized by the Indemnified Party of the payment of any of the aforesaid Taxes taxes or payments of amounts indemnified against hereunder (including any deduction) and the receipt of the indemnity payment provided hereunder or of any refund of any such Tax tax previously indemnified hereunder, including the effect of such Tax tax, amount indemnified against, deduction or refund on the amount of Tax tax measured by net income or profits which is or was payable by the Indemnified Party. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually realized” tax consequences to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such Indemnified Party is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be required to pay but for receipt or accrual of the indemnity payment or the incurrence or payment of such indemnified amount, as the case may be.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xii) or (xiii), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consent. Indemnification in respect of such tax, governmental fee or charge shall be in an amount necessary to make the Indemnified Party whole after taking 71 753697831 into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if any Indemnified Party shall have notice of any attempt to impose or collect 749037980 any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xii) or (xiii), such Indemnified Party shall give prompt and timely notice of such attempt to Seller and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consent. Indemnification in respect of such tax, governmental fee or charge shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if If any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax tax or governmental fee or charge for which indemnification will be sought from Seller Borrower under Sections 12.1(a)(xii) or (xiiiSection 12.01(a)(vii), such Indemnified Party shall give prompt and timely notice of such attempt to Seller Borrower and Seller shall, provided that Seller Borrower shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consent. Indemnification in respect of such tax, governmental fee or charge. Failure or delay in giving such notification shall not constitute a waiver of such Indemnified Party's right to such compensation; provided, that such Indemnified Party shall not be entitled to compensation under this Section 12.01 for any Indemnified Amounts incurred or suffered with respect to any date unless such Indemnified Party shall have notified the Borrower not more than 90 days after the applicable Indemnified Party shall have notice of any attempt to impose or collect any tax or governmental fee or charge for which indemnification will be sought from Borrower under Section 12.01(a)(vii). Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the payment of any of the aforesaid Taxes taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax tax previously indemnified hereunder, including the effect of such Tax tax or refund on the amount of Tax tax measured by net income or profits which is or was payable by the Indemnified Party.

Contest of Tax Claim; After-Tax Basis. Subject to If the provisions of Section 3.3, if Borrower or any Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax tax or governmental fee or charge for which indemnification will be sought from Seller ACE under Sections 12.1(a)(xii) or (xiiiSection 12.03(a)(i), the Borrower or such Indemnified Party shall give prompt and timely notice of such attempt to Seller ACE and Seller shall, provided that Seller ACE shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consent. Indemnification in respect of such tax, governmental fee or charge charge. Failure or delay in giving such notification shall not constitute a waiver of such party's right to such compensation; provided, that such party shall not be entitled to compensation under this Section 12.03 for any Indemnified Amounts incurred or suffered with respect to any date unless such party shall have notified ACE not more than 90 days after the applicable party shall have notice of any attempt to impose or collect any tax or governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Borrower or Indemnified Party whole after taking into account any tax consequences to the Indemnified Party such party of the payment of any of the aforesaid Taxes taxes and the receipt of the indemnity provided hereunder or of any refund of any such Tax tax previously indemnified hereunder, including the effect of such Tax tax or refund on the amount of Tax tax measured by net income or profits which is or was payable by the Indemnified Partysuch party.

Contest of Tax Claim; After-Tax Basis. Subject to the provisions of Section 3.3, if If any Seller Indemnified Party shall have notice of any attempt to impose or collect any Indemnified Tax or governmental fee or charge for which indemnification will be sought from Seller under Sections 12.1(a)(xii) or (xiii)this Article VII, such Seller Indemnified Party shall give prompt and timely notice of such attempt to Seller Seller, and Seller shall, provided that Seller shall first deposit with the applicable Purchaser Agent amounts which are sufficient to pay both the aforesaid tax, fee or charge and the costs and expenses of the Indemnified Parties, have the right, at its sole expense, to control participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge and no such contest shall be settled or otherwise compromised without such Indemnified Party’s prior written consentcharge. Indemnification in respect of such taxTax, governmental fee or charge shall be in an amount necessary to make the such Seller Indemnified Party whole after taking into account any tax consequences to the such Seller Indemnified Party of the payment of any of such Tax, governmental fee or change (other than any portion thereof constituting Excluded Taxes for which it would not in the aforesaid Taxes first instance be entitled to indemnification hereunder) and the receipt of the indemnity provided hereunder or of any refund of any such Tax previously indemnified hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits which is or was payable by the such Seller Indemnified Party.