Common use of Tax Audit Clause in Contracts

Tax Audit. (a) After the Closing, ActaMed shall promptly notify UHC in writing of the commencement of any Tax audit or administrative or judicial proceeding and shall also separately notify UHC in writing of any demand or claim on ActaMed or the Company which, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification by UHC under this Article 10. Such notice shall contain factual information (to the extent known to ActaMed or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If ActaMed fails to give UHC prompt notice of an asserted Tax liability as required by this Section 10.03, then (a) if UHC is precluded by the failure to give prompt notice from contesting the asserted Tax liability in the appropriate administrative or judicial forums, then UHC shall not have any obligation to indemnify ActaMed for any loss or damage arising out of such asserted Tax liability, and (b) if UHC is not so precluded from contesting but such failure to give prompt notice results in a detriment to UHC, then any amount which UHC is otherwise required to pay ActaMed pursuant to this Article 10 with respect to such liability shall be reduced by the amount of such detriment. (b) UHC may elect to direct, through counsel of its own choosing and at its own expense, any audit, or administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under this Article 10 (any such audit or proceeding relating to an asserted Tax liability are referred to herein collectively as a "CONTEST"). If UHC elects to direct the Contest of an asserted Tax liability, it shall within 30 calendar days of receipt of the notice of an asserted Tax liability notify ActaMed of its intent to do so, and ActaMed shall cooperate in good faith and shall cause the Company or its successor to cooperate in good faith, at UHC's expense, in each phase of such Contest. If UHC elects not to direct the Contest, fails to notify ActaMed of its election as herein provided or contests its obligation to indemnify under Section 10.01, ActaMed or the Company may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, neither ActaMed nor the Company (including any designated representative of either) may settle or compromise any asserted liability over the objection of UHC; PROVIDED, HOWEVER, that UHC's consent to settlement or compromise shall not be unreasonably withheld. In any event, each of ActaMed (or the Company) and UHC may participate, at its own expense, in the Contest. If UHC chooses to direct the Contest, ActaMed shall promptly empower and shall cause the Company or its successor promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of UHC as it may designate to represent ActaMed or the Company or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which UHC would be liable under this Article 10.

Tax Audit. (a) After While the ClosingCompany will be responsible directly to the Canada Revenue Agency or other Governmental Entity, ActaMed shall promptly notify UHC in writing as applicable, (the “CRA”) for the pending GST audit (the “GST Audit”) by the CRA under Part IX of the commencement of Excise Tax Act (Canada), the Company will consult with, and seek the assistance of, Parent in a timely fashion in order to address any Tax GST Audit issues or concerns raised by the CRA. The Seller, at its sole cost and expense, shall have the right to control any audit or administrative or judicial other legal proceeding and shall also separately notify UHC in writing of any demand or claim on ActaMed or the Company which, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification by UHC under this Article 10. Such notice shall contain factual information (to the extent known to ActaMed or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any Tax Return or Taxes of the Company to the extent such asserted audit or legal proceeding relates solely or mostly to Taxes for which the Seller may be liable under this Agreement (the “Seller Indemnified Taxes”) and cannot reasonably be expected to have a material adverse impact on Taxes for a Post-Closing Tax liability. If ActaMed fails to give UHC prompt notice of an asserted Period (a “Tax liability as required by this Section 10.03Contest”); provided, then however that (ai) if UHC is precluded by the failure to give prompt notice from contesting Seller shall keep the asserted Tax liability in Purchaser reasonably informed regarding the appropriate administrative or judicial forums, then UHC shall not have any obligation to indemnify ActaMed for any loss or damage arising out status of such asserted Tax liabilityContest and shall provide to the Purchaser copies of any material correspondence relating to such Tax Contest, (ii) the Seller shall consult in good faith with the Purchaser and the Company regarding the defense of such Tax Contest and the Purchaser and the Company shall have the right to participate in such Tax Contest, (biii) if UHC is not so precluded from contesting but the Seller shall provide the Purchaser and the Company with a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Entity in respect of such failure Tax Contest and to give prompt notice results in a detriment to UHC, then attend any amount which UHC is otherwise required to pay ActaMed pursuant to this Article 10 meeting with any such Governmental Entity with respect to such liability matters and (iv) the Seller shall not settle, resolve or abandon, (and shall not allow the Company to settle, resolve or abandon), such Tax Contest without the prior written consent of the Company and the Purchaser, which consent shall not be reduced by unreasonably withheld, conditioned, or delayed. If the amount Seller does not assume control of a Tax Contest or cannot do so, but has an interest in the outcome as it has a reasonable likelihood of affecting the Taxes in the Pre-Closing Tax Period, the Purchaser and the Company shall provide the Seller with a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Entity in respect of such detrimentTax Contest and to attend any meeting with any such Governmental Entity with respect to such matters. In addition, the requirements in (i) to (iv) above shall apply mutatis mutandis to the Purchaser with respect to the Seller. (b) UHC The Purchaser and the Company shall provide notice to the Seller of any inquiries made by any Governmental Entity within ten (10) Business Days of their receipt (including any proposed or actual assessments or reassessments), to the extent that the subject matter thereof would reasonably be expected to give rise to Seller Indemnified Taxes. The Purchaser and the Company shall advise the Seller of the substance of any such inquiries or discussions and provide the Seller with copies of any written communications from any Governmental Entity relating to such inquiries or discussions within ten (10) Business Days of their receipt. (c) The Seller, the Purchaser and the Company shall provide each other with such cooperation, documentation, personnel and information as any of them reasonably may elect request in connection with (i) preparing and filing any Tax Return or claim for refund, credit or other reduction in Tax liability, including the furnishing or making available during normal business hours records, personnel (as reasonably required), books of account, powers of attorney and other materials reasonably necessary or helpful for the preparation of such Tax Returns, (ii) determining a liability for Taxes, an indemnity or payment obligation under this Agreement or a right to directa refund, through counsel credit or other reduction in Tax liability, (iii) undertaking any Tax Contest in accordance with Section 5.12(a), (iv) complying with any information reporting or withholding requirements contained in the Tax Act or other applicable Tax Legislation or (v) addressing the GST Audit. Such cooperation and information shall include providing copies of its own choosing all relevant portions of relevant Tax Returns, together with all relevant accompanying schedules and at its own expensework papers (or portions thereof) and other supporting documentation and giving the other Party timely written notice of and assistance in responding to any inquiries, audits or similar proceedings by any auditGovernmental Entity of the Company. After the Closing Date, or administrative or judicial proceeding involving the Seller, the Purchaser and the Company shall preserve all such information, records and documents in their respective possessions relating to liabilities for Taxes of the Company until six (6) months after the expiration of any asserted liability applicable limitation period, (including extensions thereof), and as otherwise required by applicable Tax Legislation with respect to which indemnity may be sought under this Article 10 (the assessment of such Taxes. The Seller and the Purchaser shall give each other reasonable advance written notice prior to transferring, destroying or discarding any such audit information and, if the other Party so requests, the Seller or proceeding relating the Purchaser, as applicable, shall allow the other Party to an asserted take possession of such information. (d) If the Purchaser intends to file any Tax Return, or to report or remit any Tax, or claim any Tax refund or credit or reduction in Tax liability are referred that could affect the Taxes in the Pre-Closing Tax Period, the Purchaser shall provide to herein collectively as a "CONTEST"). If UHC elects to direct the Contest of an asserted Tax liability, it shall within 30 calendar days of receipt of the Seller reasonable prior written notice of an asserted Tax liability notify ActaMed of its intent this intention (at least five (5) Business Days in advance) to do soallow the Seller the opportunity to provide reasonable comments to the Purchaser for consideration in (i) facilitating or altering this intention, and ActaMed shall cooperate in good faith and shall cause the Company or its successor (ii) determining whether to cooperate in good faith, at UHC's expense, in each phase of such Contest. If UHC elects not to direct the Contest, fails to notify ActaMed of its election as herein provided carry out or contests its obligation to indemnify under Section 10.01, ActaMed or the Company may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, neither ActaMed nor the Company (including any designated representative of either) may settle or compromise any asserted liability over the objection of UHC; PROVIDED, HOWEVER, that UHC's consent to settlement or compromise shall not be unreasonably withheld. In any event, each of ActaMed (or the Company) and UHC may participate, at its own expense, in the Contest. If UHC chooses to direct the Contest, ActaMed shall promptly empower and shall cause the Company or its successor promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of UHC as it may designate to represent ActaMed or the Company or its successor in the Contest insofar as the Contest involves an asserted Tax liability for which UHC would be liable under execute this Article 10intention.

Tax Audit. If Purchaser (a) After the Closingwhich, ActaMed for purposes of this first sentence of this Section 8.5, shall promptly notify UHC in writing be deemed to include any of its Affiliates or any of the commencement Transferred Entities) or Parent (which, for purposes of this first sentence of this Section 8.5, shall be deemed to include any of its Affiliates (other than the Transferred Entities)) receives notice of any Tax audit or administrative or judicial proceeding and shall also separately notify UHC Action in writing respect of any demand Taxes or claim any Tax Return of the Transferred Entities for any taxable period ending on ActaMed or before the Company whichClosing Date or any Straddle Period, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification by UHC under this Article 10. Such then such party will promptly give written notice shall contain factual information (to the extent known to ActaMed or the Company) describing the asserted Tax liability in reasonable detail and shall include along with copies of any assessment, notice or other document received from any taxing authority in respect Governmental Entity to the other party; provided, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article VIII. To the extent that portion of any such asserted Tax liability. If ActaMed fails to give UHC prompt notice of an asserted Tax liability as required by this Section 10.03, then (a) if UHC is precluded by the failure to give prompt notice from contesting the asserted Tax liability in the appropriate administrative or judicial forums, then UHC shall not have any obligation to indemnify ActaMed for any loss or damage arising out of such asserted Tax liability, and (b) if UHC is not so precluded from contesting but such failure to give prompt notice results in a detriment to UHC, then any amount which UHC is otherwise required to pay ActaMed pursuant to this Article 10 with respect to such liability shall be reduced by the amount of such detriment. (b) UHC may elect to direct, through counsel of its own choosing and at its own expense, any audit, investigation, or administrative other Action is reasonably expected to relate to a Parent Tax Return or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under this Article 10 (any such audit or proceeding relating to an asserted Tax liability are referred to herein collectively as a "CONTEST"). If UHC elects to direct the Contest of an asserted Tax liability, it shall within 30 calendar days of receipt validity of the notice Tax treatment of an asserted the steps contemplated by Exhibit A (the portion of each Action, a “Parent Tax liability notify ActaMed of its intent to do soAudit”), and ActaMed shall cooperate in good faith and shall cause Parent will have the Company or its successor to cooperate in good faith, at UHC's expense, in each phase of such Contest. If UHC elects not to direct the Contest, fails to notify ActaMed of its election as herein provided or contests its obligation to indemnify under Section 10.01, ActaMed or the Company may pay, compromise or contestright, at its own expense, to control the defense of the Parent Tax Audit, provided that (A) Parent gives written notice to the Purchaser within fifteen (15) days after the Parent receives notice of the Parent Tax Audit from the Purchaser (or any of its Affiliates) or the applicable Governmental Entity, (B) Parent keeps the Purchaser reasonably informed of all material matters that come to its attention in respect of the Parent Tax Audit, (C) Parent offers Purchaser an opportunity to comment before submitting any written materials prepared or furnished in connection with such asserted liability. HoweverParent Tax Audit, (D) Parent defends such Parent Tax Audit diligently and in good faith as if it were the only party in interest in connection with such caseParent Tax Audit, neither ActaMed nor and (E) Parent does not settle, compromise or abandon any such Parent Tax Audit without obtaining the Company (including any designated representative prior written consent of either) may settle or compromise any asserted liability over the objection of UHC; PROVIDEDPurchaser, HOWEVER, that UHC's which consent to settlement or compromise shall not be unreasonably withheld, conditioned or delayed. In The Purchaser will be entitled to participate in the defense of any event, each of ActaMed (or the Company) and UHC may participateParent Tax Audit, at its own expense. Where Parent does not elect to control the defense of the Parent Tax Audit, in Purchaser shall be entitled to control such Parent Tax Audit and to settle or compromise such Parent Tax Audit, without the Contestconsent of Parent. If UHC chooses Notwithstanding the foregoing, to direct the Contestextent that any audit, ActaMed investigation, or other Action is reasonably expected to relate to the validity of the Tax treatment of the steps contemplated by or the Post-Closing Restructuring Schedule, Purchaser shall promptly empower not settle or compromise any such audit, investigation, or other Action without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, with respect to any U.S. Transferred Entity that is or was a partnership for U.S. federal income Tax purposes, (i) the parties agree that an election under Section 6226 of the Code with respect to such Transferred Entity for any Tax period ending on or before the Closing Date or any Straddle Period shall be made, and (ii) at the request of the Purchaser, subject to the terms of this Section 8.5, the Parent shall (and, if applicable, shall cause its Affiliates, any Person appointed as the Company “partnership representative” of any of the Transferred Entities, and any Person appointed as the “designated individual” of any of the Transferred Entities to) promptly revoke the appointment, or its successor promptly to empower (by power cause the resignation, of attorney and such other documentation any Person previously appointed as may be appropriate) such representatives of UHC as it may designate to represent ActaMed the “partnership representative” or the Company or its successor “designated individual” of any of the Transferred Entities (in each case, pursuant to Treasury Regulations Section 301.6223-1) for any Pre-Closing Tax Period (including any Straddle Period) in accordance with the Contest insofar as procedures described in Treasury Regulations Section 301.6223-1 in connection with any Tax Proceeding with respect to any of the Contest involves an asserted Transferred Entities under the Partnership Tax liability for which UHC would be liable under this Article 10Audit Rules.