Common use of Contest Provisions Clause in Contracts

Contest Provisions. (a) In the event (i) Seller or its Affiliates or (ii) Buyer or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) any Seller or its their Affiliates or (ii) Buyer Alon or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's ’s right to indemnification hereunder unless such failure materially adversely affects the party's ’s ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) the Seller or its Affiliates or (ii) the Buyer or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party parties of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless and to the extent such failure materially adversely affects the party's ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller or its Affiliates or (ii) Buyer or its Affiliates receive Purchaser receives notice of any pending or threatened Tax audits audit or assessments assessment or other disputes dispute concerning Taxes with respect to which the other party Party may incur liability under this Article VIIIliability, the party Party in receipt of such notice promptly shall promptly notify the other party Party of such matter in writing, provided that failure of a Party to comply with this provision shall not affect a party's any Party’s right to indemnification hereunder unless (and then only to the extent) such failure materially adversely affects the party's ability of the Party that did not receive notice to challenge such Tax tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller Sellers or its their Affiliates or (ii) Buyer or its Affiliates receive receives notice of any pending or threatened Tax audits audit or assessments assessment or other disputes dispute concerning Taxes with respect to which the other party Party may incur liability under this Article VIIIIX, the party Party in receipt of such notice promptly shall promptly notify the other party Party of such matter in writing, provided that failure of a Party to comply with this provision shall not affect a party's any Party’s right to indemnification hereunder unless such failure materially adversely affects the party's ability of the Party that did not receive notice to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller or its Affiliates or (ii) Buyer or its Affiliates receive receives notice of any pending or threatened Tax audits audit or assessments assessment or other disputes dispute concerning Taxes with respect to which the other party may incur liability under this Article VIIIXIV, the party in receipt of such notice promptly shall promptly notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect a any party's right to indemnification hereunder unless such failure materially adversely affects the party's ability of the party that did not receive notice to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller or its Affiliates or (ii) Buyer Purchaser or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIIIIX, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall will not affect a party's ’s right to indemnification hereunder unless such failure materially adversely affects the other party's ’s ability to defend or challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller Buyer or its Affiliates or (ii) Buyer or its Affiliates Sellers receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability Liability under this Article VIIIArticle, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects and to the party's ability to challenge such Tax audits or assessmentsextent the other party is actually damaged thereby.

Contest Provisions. (a) In the event (i) either Seller or its their Affiliates or (ii) Buyer or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller any Stockholder or its their Affiliates or (ii) Buyer Eclipsys or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's ’s right to indemnification hereunder unless such failure materially adversely affects the party's ’s ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) any Seller or its their Affiliates or (ii) Buyer or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) the Seller or its Affiliates or (ii) the Buyer or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to which the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party parties of such matter in writing, provided that failure to comply with this provision shall not affect a party's ’s right to indemnification hereunder unless and to the extent such failure materially adversely affects the party's ’s ability to challenge such Tax audits or assessments.

Contest Provisions. (a) In the event (i) Seller or its Affiliates or (ii) Buyer or its Affiliates receive receives notice of any pending or threatened Tax audits audit or assessments assessment or other disputes dispute concerning Taxes with respect to which the other party may incur liability under this Article VIIIVII, the party in receipt of such notice promptly shall promptly notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect a any party's ’s right to indemnification hereunder unless such failure materially adversely affects the party's ability of the party that did not receive notice to challenge such Tax audits or assessments.