Common use of Procedures Relating to Indemnification of Tax Claims Clause in Contracts

Procedures Relating to Indemnification of Tax Claims. (a) If any party is required to indemnify and hold harmless another party from and against any Liability for Taxes pursuant to Section 9.01 (the “Tax Indemnifying Party”), and the applicable indemnified party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the Liabilities of the Tax Indemnifying Party pursuant to this Article IX; provided, however, that the Tax Indemnifying Party shall have no obligation to indemnify the Tax Indemnified Party pursuant to this Article IX to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxes.

Procedures Relating to Indemnification of Tax Claims. (ai) If With respect to any party is required Actions relating to indemnify and hold harmless another party from and against Taxes, the Indemnifying Party shall, at its own expense, assume control of the defense of any Liability Action for which an indemnity for Losses relating to Taxes pursuant to Section 9.01 (the “Tax Indemnifying Party”), and the applicable indemnified party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) is sought. If the Indemnifying Party assumes control of such defense, the Indemnifying Party shall (A) notify the Indemnified Party of significant developments with respect (in whole or in part) to such Taxes, Tax Claim and keep the Tax Indemnified Party shall promptly notify reasonably informed, (B) consult with the Indemnified Party with respect to any issue that reasonably could be expected to have an adverse effect on the Indemnified Party or any of its Affiliates and (C) give the Indemnified Party a copy of any Tax Indemnifying Party adjustment proposed in writing with respect to such Tax Claim and copies of any other material correspondence with the relevant Governmental Authority with respect to such Tax Claim. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax The Indemnifying Party shall reduce not pay or otherwise affect compromise any Tax Liability asserted with respect to any Tax Claim for any indemnifiable Tax without the Liabilities prior written consent of the Tax Indemnifying Party pursuant to this Article IX; providedIndemnified Party, howeverwhich consent shall not be unreasonably withheld, that the Tax Indemnifying Party shall have no obligation to indemnify the Tax Indemnified Party pursuant to this Article IX to the extent that such failure delayed or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxesconditioned.

Procedures Relating to Indemnification of Tax Claims. (a) If any party is required to indemnify and hold harmless another party from and against any Liability a claim for Taxes shall be made by any Taxing Authority in writing, which, if successful, could reasonably result in an indemnity payment pursuant to Section 9.01 6.1 hereof, the party seeking indemnification (the “"Tax Indemnified Party") shall upon receipt thereof promptly notify the other party (the "Tax Indemnifying Party”), and the applicable indemnified party to this Agreement (the “Tax Indemnified Party”") receives a notice in writing of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other such claim (a “"Tax Claim”) with respect (in whole or in part) "). If the Tax Claim is delivered to the party that would be the Tax Indemnifying Party for such TaxesTax Claim, the Tax Indemnified Indemnifying Party shall promptly notify the Tax Indemnifying Party Indemnified Party, in writing writing, of the existence of such claim. If notice of a Tax Claim. No failure or delay on the part of the Claim ("Tax Indemnified Party to give notice Notice") is not given to the Tax Indemnifying Party shall reduce or otherwise affect by the Liabilities Tax Indemni- fied Party within a reasonably sufficient period of time to allow the Tax Indemnifying Party pursuant effectively to this Article IX; providedcontest such Tax Claim, howeveror in reasonable detail to notify the Tax Indemnifying Party of the nature of the Tax Claim, that taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall have no obligation not be liable to indemnify the Tax Indemnified Party pursuant to this Article IX or any of its affiliates to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxes's position is actually prejudiced as a result thereof.

Procedures Relating to Indemnification of Tax Claims. (a) If any one party is required to indemnify and hold harmless another party from and against any Liability responsible for the payment of Taxes pursuant to Section 9.01 11.01 (the “Tax Indemnifying Party”), and the applicable indemnified other party to this Agreement (the “Tax Indemnified Party”) receives a notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part If notice of the a Tax Indemnified Party to give notice Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the Liabilities nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party pursuant shall not be liable to this Article IX; providedthe Tax Indemnified Party (or, howeverany of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof (except that the Tax Indemnifying Party shall have no obligation to indemnify not be liable for any expenses incurred during the period in which the Tax Indemnified Party pursuant failed to this Article IX to the extent that give such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxesnotice).

Procedures Relating to Indemnification of Tax Claims. (a) If any party is required a claim relating to indemnify and hold harmless another party from and Taxes shall be made against any Liability for Taxes pursuant to Section 9.01 indemnified party (the “Tax Indemnifying Partytax indemnified party”)) by any taxing authority, and the applicable which, if successful, might result in an indemnity payment to any tax indemnified party pursuant to this Agreement Article X, the tax indemnified party shall promptly notify the other party (the “Tax Indemnified Partytax indemnifying party”) receives a notice in writing of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other such claim (a “Tax Claim”) with respect (in whole or in part) ). If notice of a Tax Claim is not given to such Taxes, the Tax Indemnified Party shall promptly notify tax indemnifying party within a sufficient period of time to allow the Tax Indemnifying Party in writing of tax indemnifying party to effectively contest such Tax Claim. No failure , or delay on in reasonable detail to apprise the part tax indemnifying party of the nature of the Tax Indemnified Party Claim, in each case taking into account the facts and circumstances with respect to give notice such Tax Claim, the tax indemnifying party shall remain liable to the Tax Indemnifying Party shall reduce or otherwise affect the Liabilities of the Tax Indemnifying Party pursuant to this Article IXtax indemnified party; provided, however, that the Tax Indemnifying Party tax indemnifying party shall have no obligation to indemnify the Tax Indemnified Party pursuant to this Article IX liability under Section 10.03 to the extent that it has been actually and materially prejudiced by such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxesfailure.

Procedures Relating to Indemnification of Tax Claims. (ai) Notwithstanding any other provision in this Agreement, this Section 6.6(f) shall govern any and all indemnification related to, arising from or in connection with Taxes of Parent and SAI. If any one party is required to indemnify and hold harmless another party from and against any Liability responsible for the payment of Taxes pursuant to Section 9.01 under this Agreement (the “Tax Indemnifying Party”), and the applicable indemnified other party to this Agreement (the “Tax Indemnified Party”) receives a written notice of any deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect (in whole or in part) to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. No failure or delay on the part of Claim and shall provide the Tax Indemnified Indemnifying Party to give such information as the Tax Indemnifying Party may reasonably request. If notice of a Tax Claim is not given to the Tax Indemnifying Party shall reduce within a sufficient period of time to allow such party effectively to contest such Tax Claim, or otherwise affect in reasonable detail to apprise such party of the Liabilities nature of the Tax Indemnifying Party pursuant to this Article IX; providedClaim, however, that the Tax Indemnifying Party shall have no obligation not be liable to indemnify the Tax Indemnified Party pursuant to this Article IX (or any of its Representatives) to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxesposition is actually prejudiced as a result thereof.

Procedures Relating to Indemnification of Tax Claims. (a) If any party is required a claim relating to indemnify and hold harmless another party from and Taxes shall be made against any Liability for Taxes pursuant to Section 9.01 (the “Tax Indemnifying Party”), and the applicable indemnified party to this Agreement (the “Tax Indemnified Party”) receives a notice of deficiencyby any Taxing Authority, proposed adjustmentwhich, adjustmentif successful, assessment, audit, examination, suit, dispute or other claim (a “might result in an indemnity payment to any Tax Claim”) with respect (in whole or in part) Indemnified Party pursuant to such TaxesArticle IX, the Tax Indemnified Party shall promptly notify the party responsible for such indemnification (the “Tax Indemnifying Party Party”) in writing of such claim (a “Tax Claim”). No failure If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow the Tax Indemnifying Party to effectively contest such Tax Claim, or delay on in reasonable detail to apprise the part Tax Indemnifying Party of the nature of the Tax Claim, in each case, taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the Liabilities of the Tax Indemnifying Party pursuant to this Article IX; provided, however, that the Tax Indemnifying Party shall have no obligation to indemnify the Tax Indemnified Party pursuant to this Article IX to the extent that such failure or delay shall have adversely affected the Tax Indemnifying Party’s ability to defend against such Liability or claim for Taxesposition is materially prejudiced as a result thereof.