Notice; Contest Sample Clauses
The "Notice; Contest" clause establishes the procedures by which one party must notify the other of a claim, dispute, or issue, and outlines the process for contesting or responding to such notices. Typically, this clause specifies the required form and timing of notices, such as written communication within a certain number of days, and may detail how a party can formally dispute or contest the matter raised. Its core practical function is to ensure both parties are promptly informed of potential issues and have a clear, fair opportunity to respond or resolve disputes, thereby reducing misunderstandings and facilitating efficient conflict resolution.
Notice; Contest. Whenever Distributing or Controlled receives in writing from the IRS or any other taxing authority notice of an Adjustment which may give rise to a payment from the other Party under this Agreement, Distributing or Controlled (as the case may be) shall give notice of the Adjustment to the other Party within 10 business days of becoming aware of such receipt, but in no case less than 30 days before Distributing or Controlled, as the case may be, is required to respond to the IRS or other taxing authority. The Indemnifying Party shall, at its cost and expense, have control over all matters with respect to which such Party has an indemnification or payment obligation pursuant to this Agreement. The foregoing notwithstanding, the Indemnified Party and its representatives, at the Indemnified Party's expense, shall be entitled to participate in all conferences, meetings, and proceedings with respect thereto and shall be entitled to consult with the Indemnifying Party with respect to all such matters. If the IRS or any other taxing authority proposes to disallow any of the deductions required to be taken by a member of the Distributing or Controlled Group pursuant to Section 7 of this Agreement, Distributing or Controlled, as the case may be, shall contest such proposed disallowance, or shall cause such disallowance to be contested to a Final Determination unless otherwise agreed by the Parties in writing.
Notice; Contest. If Lender receives notice of a claim for Taxes the liability for which is imposed on Borrower pursuant to this Section 1.7, Lender shall provide prompt notice of such claim and shall contest, upon the request of and at the sole expense of Borrower, such claim for Taxes (but only if such contest may be made in good faith). Lender will not settle the subject claim without the prior written consent of Borrower, which consent shall not be unreasonably withheld or delayed, unless and to the extent Lender waives its right to payment of the amount owing by Borrower under this Section 1.7.