Common use of Procedures Relating to Tax Indemnification Clause in Contracts

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (including notice of a pending audit) shall be made by any Governmental Authority in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.1, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including Taxes, including, notice of a pending audit) , shall be made by any Governmental Authority taxing authority in writing (a "Tax ClaimTAX CLAIM"), which, if successful, might result in an indemnity payment pursuant to this Section 8.19.2 hereof, the party seeking indemnification (the "Tax Indemnified PartyTAX INDEMNIFIED PARTY") shall notify the other party (the "Tax Indemnifying PartyTAX INDEMNIFYING PARTY") in writing of the Tax Claim within 10 Business Days fifteen business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax NoticeTAX NOTICE") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is Party's position would be materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including taxes, including, without limitation, notice of a pending or threatened audit) , shall be made by any Governmental Authority taxing authority in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.17.1 herein, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days fifteen business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such fifteen-day period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially Party's position would be prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including ------------------------------------------ Taxes, including, without limitation, notice of a pending or threatened audit) , shall be made by any Governmental Authority Taxing authority in writing (a "Tax Claim"), which, if --------- successful, might result in an indemnity payment pursuant to this Section 8.1, the ----------- party seeking indemnification (the "Indemnified Tax Indemnified Party") shall notify the --------------------- other party (the "Indemnifying Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days ---------------------- thirty business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such thirty-day ---------- period or in detail sufficient to apprise the Indemnifying Tax Indemnifying Party of the nature of the Tax Claim, the Indemnifying Tax Indemnifying Party shall not be liable to the Indemnified Tax Indemnified Party to the extent that the Indemnifying Tax Indemnifying Party is Party's position would be actually and materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.

Procedures Relating to Tax Indemnification. (ia) If a claim for Taxes (including Taxes, including, without limitation, notice of a pending audit) , shall be made by any Governmental Authority taxing authority in writing (a "Tax Claim"), which, if successful, might result in an indemnity payment pursuant to this Section 8.18.2 hereof, the party seeking indemnification (the "Tax Indemnified Party") shall notify the other party (the "Tax Indemnifying Party") in writing of the Tax Claim within 10 Business Days fifteen business days of the receipt of such Tax Claim. If notice of a Tax Claim (a "Tax Notice") is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party to the extent that the Tax Indemnifying Party is materially Party's position would be prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.

Procedures Relating to Tax Indemnification. (i) If a claim for Taxes (Taxes, including notice of a pending audit) , shall be made by any Governmental Taxing Authority in writing (a "“Tax Claim"”), which, if successful, might result in an indemnity payment to either Party pursuant to this Section 8.1, the party seeking indemnification 5.9(a) (the "“Tax Indemnified Party") ”), the Tax Indemnified Party shall notify the other party Party from which indemnification is sought (the "“Tax Indemnifying Party"”) in writing of the Tax Claim within 10 Business Days ten (10) days of the receipt of such Tax Claim. If notice of a Tax Claim (a "“Tax Notice"”) is not given to the Tax Indemnifying Party within such period or in detail sufficient to apprise the Tax Indemnifying Party of the general nature of the Tax Claim, the Tax Indemnifying Party shall not be liable Party’s liability to the Tax Indemnified Party shall be reduced to the extent that by which the Tax Indemnifying Party Party’s position is materially prejudiced as a result thereof; provided, that in no event shall such failure relieve the Tax Indemnifying Party of any other liability and/or obligation which it may have to a Tax Indemnified Party.