Common use of Procedure for Tax Claims Clause in Contracts

Procedure for Tax Claims. Each party hereto shall notify the other party in writing within fifteen (15) days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which give rise to a claim for indemnification under this Section 7.8 (“Tax Claim”). The failure of any Indemnified Party to give timely notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense of any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) shall not affect the rights to indemnification hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Seller shall have the right, at its sole discretion and expense, to represent the interest of the Company and any Subsidiary in any Tax Claim relating to Pre-Closing Tax Periods and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller shall be entitled to participate in the defense of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at Seller’s sole discretion and expense, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and of its Affiliates, the Company or any Subsidiary may settle or otherwise dispose of any Tax Claim or which Seller may have a liability under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Seller elects not to participate and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c), then Purchaser shall control such Tax Claim, provided, however, that (i) Purchaser shall keep Seller informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller the opportunity to review material submissions related to such Tax Claim and (B) provide Seller with final copies of all such submissions, (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claim.

Procedure for Tax Claims. Each party hereto shall notify the chief tax officer of the other party in writing within fifteen (15) days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which give rise to a claim could affect the liability for indemnification under this Section 7.8 (“Tax Claim”)Taxes of such other party. The failure of any Indemnified Party to give timely notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense of any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) Tax Claim hereunder shall not affect the rights to indemnification hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Seller Parent shall have the right, at its sole discretion and expensediscretion, to represent the interest interests of the Company and any the Company Subsidiary in any Tax Claim relating to Pre-taxable periods ending on or before the Closing Tax Periods Date and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller Parent shall be entitled to participate at in the defense of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at Seller’s Parent's sole discretion and expensediscretion, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and any of its Affiliates, the Company or any the Company Subsidiary may settle or otherwise dispose of any Tax Claim or for which Seller Parent may have a liability under this Agreement without the prior written consent of SellerParent, which consent shall not may be unreasonably withheld or delayedin the reasonable discretion of Parent, unless Purchaser fully indemnifies Parent in writing with respect to such liability. If Seller Parent elects not to participate in and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c8.9(c), then Purchaser shall control control, at Purchaser's sole expense, such Tax Claim, providedprovider, however, that (i) Purchaser shall keep Seller Parent informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller Parent the opportunity to review material any submissions related to such Tax Claim and (B) provide Seller Parent with final copies of all such submissions, and (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior Parent's written consent, which consent shall not be unreasonably withheld delayed, conditioned or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claimwithheld.

Procedure for Tax Claims. Each party hereto shall notify the chief tax officer of the other party in writing within fifteen (15) days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which give rise to a claim could affect the liability for indemnification under this Section 7.8 (“Tax Claim”)Taxes of such other party. The failure of any Indemnified Party to give timely notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense of any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) Tax Claim hereunder shall not affect the rights to indemnification hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Seller Parent shall have the right, at its sole discretion and expensediscretion, to represent the interest interests of the Company and any the Company Subsidiary in any Tax Claim relating to Pre-taxable periods ending on or before the Closing Tax Periods Date and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller Parent shall be entitled to participate at in the defense of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at SellerParent’s sole discretion and expensediscretion, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and any of its Affiliates, the Company or any the Company Subsidiary may settle or otherwise dispose of any Tax Claim or for which Seller Parent may have a liability under this Agreement without the prior written consent of SellerParent, which consent shall not may be unreasonably withheld or delayedin the reasonable discretion of Parent, unless Purchaser fully indemnifies Parent in writing with respect to such liability. If Seller Parent elects not to participate in and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c8.9(c), then Purchaser shall control control, at Purchaser’s sole expense, such Tax Claim, providedprovider, however, that (i) Purchaser shall keep Seller Parent informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller Parent the opportunity to review material any submissions related to such Tax Claim and (B) provide Seller Parent with final copies of all such submissions, and (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without SellerParent’s prior written consent, which consent shall not be unreasonably withheld delayed, conditioned or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claimwithheld.