Common use of Matters Involving Tax Claims Clause in Contracts

Matters Involving Tax Claims. If a claim is made or threatened by any Taxing Authority that, if successful, may result in an indemnity payment under Section 10.4 (a "Tax Claim"), the Purchaser shall promptly notify the Seller, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Seller from any liability that it may have on account of this indemnification or otherwise, unless the Seller is prejudiced in the defense of such Tax Claim thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume at its own expense control of any audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Income Taxes of any member of the Minerals Group for a Straddle Period) with its own counsel. The Seller's right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the Seller or for which the Seller would be liable pursuant to Section 10.4. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to a Straddle Period, in which event such costs shall be fairly apportioned. The Purchaser and each member of the Minerals Group at their own expense shall cooperate with the Seller in contesting any Tax Claim, which cooperation shall include the retention and, upon the Seller's request, the provision of records and information that are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, the Seller shall neither consent nor agree to the settlement of any Tax Claim with respect to any liability for Income Taxes that reasonably would be expected to affect the liability for any state, federal or foreign Income Tax of the members of the Minerals Group or any affiliated group (as defined in Section 1504(a) of the Code) of which any of the members of the Minerals Group is a member for any Post-Closing Tax Period without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld, and neither the Seller, nor any entity related to the Seller, shall file an amended Tax Return that reasonably would be expected to increase the liability for Taxes of any of the members of the Minerals Group for any Post-Closing Tax Period without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of any members of the Minerals Group and each party shall bear its own out-of-pocket costs and expenses of the contest and all joint costs and expenses of the contest shall be borne in the same ratio as the applicable proposed Tax would be allocated.

Matters Involving Tax Claims. If a claim Tax Claim is made or threatened by any Taxing Authority that, if successful, may result in an indemnity payment under Section 10.4 (a "Tax Claim"8.2(b), the Purchaser shall promptly notify the Seller, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Seller from any liability that it may have on account of this indemnification or otherwise, unless except to the extent that the Seller is prejudiced in the defense of such Tax Claim claim thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume at its own expense control of any audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Income Taxes of any member of the Minerals Group Company or its Continuing Subsidiaries for a Straddle Period) with its own counselcounsel if the Seller acknowledges its indemnification liability for such claim. The Seller's right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the Seller or for which the Seller would be liable pursuant to Section 10.48.2(b). Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to a Straddle Period, in which event such costs shall be fairly apportioned. The Purchaser and each member of the Minerals Group Company and the Continuing Subsidiaries at their own expense shall cooperate with the Seller in contesting any Tax Claim, which cooperation shall include the retention and, upon the Seller's request, the provision of records and information that are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, the Seller shall neither consent nor agree to the settlement of any Tax Claim with respect to any liability for Income Taxes that reasonably would be expected to may affect the liability for any state, federal or foreign Income Tax income tax of the members of Company or the Minerals Group Continuing Subsidiaries or any affiliated group (as defined in Section section 1504(a) of the Code) of which any of the members of Company or the Minerals Group Continuing Subsidiaries is a member for any Post-Closing Tax Period without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld, withheld and neither the Seller, nor any entity related to the Seller, shall file an amended Tax Return that reasonably would be expected to may increase the liability for Taxes of any of the members of Company or the Minerals Group 58 65 Continuing Subsidiaries for any Post-Closing Tax Period without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of any members of the Minerals Group Company or the Continuing Subsidiaries and each party shall bear its own out-of-pocket costs and expenses of the contest and all joint costs and expenses of the contest shall be borne in the same ratio as the applicable proposed Tax would be allocated.

Matters Involving Tax Claims. If a claim Tax Claim is made or threatened by any Taxing Authority that, if successful, may result in an indemnity payment under Section 10.4 (a "Tax Claim")7.2, the Purchaser shall promptly (and in any event within five (5) Business Days after receiving notice of such Tax Claim) notify the Seller, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Seller from any liability that it may have on account of this indemnification or otherwise, unless the Seller is prejudiced in the defense of such Tax Claim thereby. The Seller will have the right, at its option, upon timely notice to the Purchaser, to assume at its own expense control of any audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Income Taxes of any member of the Minerals Group for a Straddle Period) with its own counselcounsel (who shall be reasonably satisfactory to the Purchaser). The Seller's ’s right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the Seller or for which the Seller would be liable pursuant to Section 10.47.2. Costs of such Tax Claims are to be borne by the Seller unless the Tax Claim relates to a Straddle PeriodTaxable Period which begins before and ends after June 30, 2006, in which event such costs shall be fairly apportioned. The Purchaser and each member of the Minerals Group Company and its Subsidiaries at their own expense shall cooperate with the Seller in contesting any Tax Claim, which cooperation shall include the retention and, upon the Seller's ’s request, the provision of records and information that are reasonably relevant to such Tax Claim and making employees Employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, the Seller shall neither consent nor agree to the settlement of any Tax Claim with respect to any liability for Income Taxes that reasonably would be expected to may affect the liability for any state, federal or foreign Income Tax income tax of the members Company or any of the Minerals Group its Subsidiaries or any affiliated group (as defined in Section section 1504(a) of the Code) of which the Company or any of the members of the Minerals Group its Subsidiaries is a member for any Post-Taxable Period beginning after the Closing Tax Period Date without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld, Purchaser and neither the Seller, nor any entity related to the Seller, shall file an amended Tax Return that reasonably would be expected to may increase the liability for Taxes of any of the members of Company or its Subsidiaries after the Minerals Group for any Post-Closing Tax Period Date without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld. The Purchaser and the Seller shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Taxable Period of the Company or any members of the Minerals Group its Subsidiaries which begins before and ends after June 30, 2006 and each party shall bear its own out-of-pocket costs and expenses of the contest and all joint costs and expenses of the contest shall be borne in the same ratio as the applicable proposed Tax would be allocated.

Matters Involving Tax Claims. If a claim is made or threatened by any Taxing Authority that, if successful, may result in an indemnity payment under Section 10.4 9.3(a) or Section 9.5(b) hereof (a "Tax Claim"), the Purchaser shall promptly notify the Seller, Stockholder stating the nature and basis of such claim claim, and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Seller Stockholder from any liability that it may have on account of this indemnification or otherwise, unless except to the Seller extent that the Stockholder is materially prejudiced in the defense of such Tax Claim claim thereby. The Seller Stockholder will have the right, at its option, upon timely notice to the Purchaser, to assume at its own expense control of any audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Income Taxes of any member of the Minerals Group for a Straddle Period) with its own counsel. The SellerStockholder's right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by the Seller Stockholder or for which the Seller Stockholder would be liable pursuant to Section 10.49.3(a) or Section 9.5(b) hereof, which determination shall be made by the Stockholder in its sole discretion. Costs of such Tax Claims are to be borne by the Seller Stockholder unless the Tax Claim relates -43- 52 to a Straddle Period, in which event such costs shall be fairly apportioned. The Purchaser Purchaser, the Company and each member of the Minerals Group Subsidiaries at their own expense shall cooperate with the Seller Stockholder in contesting any Tax Claim, which cooperation shall include the retention and, upon the SellerStockholder's request, the provision providing of records and information that are reasonably relevant to such Tax Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder. Notwithstanding the foregoing, (i) the Seller Stockholder shall neither consent nor agree not have the right to control any Tax Claim unless it first acknowledges in writing its obligation to fully indemnify the Purchaser for Taxes at issue in the proceeding, (ii) no settlement or disposition of any Tax Claim with respect to any liability for Income Taxes that reasonably would shall be expected to affect the liability for any state, federal or foreign Income Tax of the members of the Minerals Group or any affiliated group (as defined in Section 1504(a) of the Code) of which any of the members of the Minerals Group is a member for any Post-Closing Tax Period made without the prior written Purchaser's consent of the Purchaser, (which consent shall not be unreasonably conditioned, delayed or withheld, and neither ) if the Seller, nor any entity related to the Seller, shall file an amended Tax Return that same could reasonably would be expected to increase adversely affect the liability Purchaser's, the Company's or any Subsidiary's Liability for Taxes of any of in a taxable year or period beginning after the members of Closing Date, and (iii) the Minerals Group for any Post-Closing Tax Period without the prior written consent of the Purchaser, which consent shall not be unreasonably conditioned, delayed or withheld. The Purchaser and the Seller Stockholder shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of any members of the Minerals Group Company or the Subsidiaries, and each party shall bear its own out-of-pocket costs and expenses of the contest and all joint costs and expenses of the contest shall be borne in the same ratio as the applicable proposed Tax would be allocated.