Common use of Tax Audits Clause in Contracts

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liable, the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for Taxes which the other party may reasonably be expected to be liableresponsible, the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 Agreement, except to the extent that the other party is actually and or materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding Proceeding, audit or investigation with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to this Article VIII, the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 Article VIII except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.5 (a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 8.5 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.5(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 8.5 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect audit or administrative or court proceeding relating to the Taxes of the Company Educationcity-US (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 10.1(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 Article X, except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company Val-Tex (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 11.6(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 11.6 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.6(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 8.6 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 9.6(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 9.6 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company or any of the Subsidiaries (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 9.6(a), the notified party shall promptly notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 9.6 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.5(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 8.5 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company or any of the Subsidiaries (a “Tax Claim”) shall be received by either any party for which the any other party may reasonably be expected to be liableliable pursuant to Section 8.2, the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the such other party notice as provided herein shall not relieve such failing other party of its obligations under this Section 6.9 8.2 except to the extent that the such other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 9.5(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 9.5 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (ia) If notice of any Legal Proceeding with respect to Taxes of relating to BPP or the Company Transferred Assets (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 11.1, the notified party shall notify promptly inform such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 11.1 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company or any of the Subsidiaries (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.5(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 8.5 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company or any of its Subsidiaries (a “"Tax Claim”") shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.5(a), the notified party shall notify such other party in writing of such Tax Claim; provided, however, that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 8.5 except to the extent that the other party is actually and materially prejudiced thereby.

Tax Audits. (i) If notice of any Legal Proceeding with respect to Taxes of the Company (a “Tax Claim”) shall be received by either party for which the other party may reasonably be expected to be liableliable pursuant to Section 8.5(a) , the notified party shall notify such other party in writing of such Tax Claim; providedprovided , howeverhowever , that the failure of the notified party to give the other party notice as provided herein shall not relieve such failing party of its obligations under this Section 6.9 9.5 except to the extent that the other party is actually and materially prejudiced thereby.