Tax Claim. The Executive shall notify the Company in writing of any claim or proposed adjustment by the Internal Revenue Service or other taxing authority (“Claim”) that, if successful, would require payment of (i) any Excise Tax on the Payments, if Payments have been reduced to avoid the Excise Tax or if no reduction occurred because the Accounting Firm determined no Excise Tax would be incurred, or (ii) any Excise Tax on the Payments in an amount greater than that reported by the Company on the Executive’s Form W-2 (in the case of either (i) or (ii), an “Underpayment”). Such notification shall be given as soon as practicable, but no later than ten (10) business days after the Executive is informed in writing of such Claim, and shall apprise the Company of the nature of such Claim and the date on which such Claim is payable. If the Company desires to contest such Claim, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Claim and may, at its sole option, either direct the Executive to pay the Underpayment and xxx for a refund or contest the Claim in any permissible manner. The Executive agrees to cooperate with the Company in good faith in order effectively to contest such Claim, including, without limitation, providing any information and taking such action as may be reasonably requested by the Company. The Company’s control of the contest shall be limited to issues that relate to the Underpayment, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. The Executive shall be responsible for payment of the Underpayment. The Company shall pay directly (or shall promptly reimburse the Executive for) all legal, accounting and other costs and expenses incurred in connection with any Claim and shall indemnify the Executive, on an after-tax basis, for any Underpayment incurred by the Executive pursuant to such Claim. Notwithstanding anything contained herein to the contrary, any payment or reimbursement by the Company of costs and expenses incurred in connection with a Claim, as provided herein, shall be paid promptly, but in all events no later than the last day of the calendar year following the calendar year in which the cost or expense was incurred. Any indemnification fo...
Tax Claim. No claim has been made by the Seller against the Lessee for any Tax indemnification under the Lease Documents.
Tax Claim. 6.16(f) Tax Return............................................................3.13
Tax Claim. The Equityholders shall provide or cause to be provided to the Company any information reasonably requested by the Company relating to such H-10 Tax Claim, and shall otherwise cooperate with the Company and its representatives in good faith in order to contest effectively such H-10 Tax Claim. The Company shall inform the Equityholders of all developments and events relating to such H-10 Tax Claim (including, without limitation, providing to the Equityholders copies of all written materials relating to such H-10 Tax Claim) and the Equityholders and their authorized representatives shall be entitled, at the expense of the Company, to attend, but not to participate in or control, all conferences, meetings and proceedings relating to such H-10 Tax Claim.
Tax Claim. The term "Tax Claim" shall have the meaning set forth in Section 12.5.1.
Tax Claim. Section 11.1(a)(2) Threshold Amount.......................................Section 11.6(a)
Tax Claim. 5.8(d)(iv) Tax Indemnified Party................................................5.8(d)(iv) Tax Indemnifying Party...............................................5.8(d)(iv) Taxes................................................................3.17(c)(i) Tax Return..........................................................3.17(c)(ii) To the Knowledge of Buyer.................................................10.14 To the Knowledge of Seller................................................10.14
Tax Claim. Seller shall indemnify and hold harmless Purchaser and each member of the Target Group, and their respective successors and assigns, from and against, and shall compensate and reimburse each of the foregoing for, any Losses asserted against, incurred, sustained or suffered by any of the foregoing as a result of the Excluded Taxes (“Tax Claim”).
Tax Claim. If, subsequent to the Closing, any of Buyer, the Company or the Representative receives notice of a claim by any Tax authority that, if successful, could reasonably be expected to result in an indemnity payment hereunder, or any other claim related to a Pre-Closing Tax Period of the Company which could affect the Tax liabilities of either the Company or Buyer for any taxable period (each, a “Tax Claim”), then within 15 Business Days after receipt of such notice, Buyer, the Company, and each of the Company’s subsidiaries or the Representative, as the case may be, will give written notice of such Tax Claim to the other parties. Buyer will control the conduct and resolution of any Tax Claim, but the Representative will be entitled to participate in the conduct and resolution of such Tax Claim using counsel of its choice, at its sole expense. Buyer may not settle any such Tax Claim without the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Each party will bear its own costs incurred in participating in any proceeding relating to any Tax Claim. For the avoidance of doubt, this Section 5.3(e) will apply to all third-party claims related to Taxes that may result in an indemnification obligation of the Company Holders pursuant to this Section 5.3(e). Buyer’s failure to comply with any requirements in Section 5.3(e) shall not alter the indemnification obligations of any party to this Agreement, except to the extent the Company Holders are actually prejudiced by such failure.
Tax Claim a claim under the Tax Indemnity or for breach of any of the Tax Warranties. Tax Indemnity: the tax covenant as set out in clause 13. Tax Legislation: any statute, statutory instrument, enactment, law, by-law, directive, decree, ordinance, regulation or other legislative provision imposing or relating to Tax. Tax Warranties: the Warranties in paragraph 25 of Schedule 4. TCGA 1992: the Taxation of Chargeable Gains Xxx 0000. Unpaid Share: each Share that is not a Fully Paid Share.
