Common use of INDEMNIFIED CLAIMS IN GENERAL Clause in Contracts

INDEMNIFIED CLAIMS IN GENERAL. FDC or Western Union shall promptly notify the other in writing upon the receipt of a notice of assessment by the relevant Government Authority of an adjustment to a Tax Return that (i) may result in liability of the other party (the “Indemnitor”) under this Agreement or (ii) could reasonably be expected to have a material effect on the Tax Liability of the other party for any Post-Distribution Period. If the Indemnitor (or such other party) is not also the Controlling Party (as determined under Section 5.01), the Controlling Party shall provide the Indemnitor (or such other party) with all information within the possession of the Controlling Party about the nature and amounts of the proposed adjustments and, subject to additional rights of the Indemnitor (or such other party) in certain circumstances under Section 5.03 or Section 5.04 of this Agreement, shall permit the Indemnitor (or such other party) to Participate in the Tax Contest at the Indemnitor’s (or such other party’s) own expense. The Controlling Party shall not be required to indemnify the Indemnitor (or such other party) if the Controlling Party fails to notify or provide such information to the Indemnitor (or such other party) unless the Indemnitor (or such other party) is materially prejudiced by such failure and, in any such case, the Controlling Party shall be required to indemnify only to the extent of such prejudice.