Common use of Notice of Indemnity Clause in Contracts

Notice of Indemnity. Whenever a party hereto (hereinafter an "INDEMNITEE") becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Tax period or require a payment hereunder by the other party (hereinafter an "INDEMNITY ISSUE"), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the "INDEMNITOR") of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or a member of its Tax Group is actually prejudiced by such failure to give notice.

Notice of Indemnity. Whenever a party hereto (hereinafter an "INDEMNITEE"“Indemnitee”) becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Tax period or require a payment hereunder by the other party (hereinafter an "INDEMNITY ISSUE"“Indemnity Issue”), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the "INDEMNITOR"“Indemnitor”) of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or a member of its Tax Group is actually prejudiced by such failure to give notice.

Notice of Indemnity. Whenever a party hereto (hereinafter an "INDEMNITEEIndemnitee") becomes aware of the existence of an issue raised by any Tax Taxing Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Post-Tax period Indemnification Period (in the case of the Company Group) or for any Tax Indemnification Period (in the case of the Newco Group) or require a payment hereunder by to the other party (hereinafter an "INDEMNITY ISSUEIndemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the "INDEMNITORIndemnitor") of such Indemnity Issue. The failure of the any Indemnitee to give such notice shall not relieve the any Indemnitor of its obligations under this Agreement, Agreement except to the extent such Indemnitor or a member of its Tax Group affiliate is actually materially prejudiced by such failure to give notice.

Notice of Indemnity. Whenever a party hereto (hereinafter an "INDEMNITEE"“Indemnitee”) becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Tax period or require a payment hereunder by the other party (hereinafter an "INDEMNITY ISSUE"“Indemnity Issue”), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the "INDEMNITOR"“Indemnitor”) of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or a member any of its Tax Group Entities is actually prejudiced by such failure to give notice.

Notice of Indemnity. Whenever a party hereto (hereinafter an "INDEMNITEE") becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Tax period or require a payment hereunder by the other party (hereinafter an "INDEMNITY INDEMNITEE ISSUE"), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the "INDEMNITOR") of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or a member of its Tax Group is actually prejudiced by such failure to give notice.

Notice of Indemnity. Whenever a party hereto (hereinafter an "INDEMNITEEIndemnitee") becomes aware of the existence of an issue raised by any Tax Authority which could reasonably be expected to result in a determination that would increase the liability for any Tax of the other party hereto or any member of its Tax Group for any Tax period or require a payment hereunder by the other party (hereinafter an "INDEMNITY ISSUEIndemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (hereinafter the "INDEMNITORIndemnitor") of such Indemnity Issue. The failure of the Indemnitee to give such notice shall not relieve the Indemnitor of its obligations under this Agreement, except to the extent such Indemnitor or a member of its Tax Group is actually prejudiced by such failure to give notice.