Tax Claims Sample Clauses
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of Seller (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 6.8 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE VIII) and any associated liabilities or costs shall be the sole responsibility of Seller; provided, that to the extent that liability for any such Taxes can be imposed on Buyer as a successor or otherwise, Buyer shall have the opportunity to participate with Seller, at Buyer’s own cost and expense, in such claim, assertion, event or proceeding. If Seller has been treated as a partnership for federal and applicable state and local income Tax purposes, in the event that Seller is unable to fully satisfy any imputed underpayment that would otherwise be imposed on it under Section 6225 of the Code or any similar or analogous provisions of applicable state Law in connection with any audit of Seller, Seller shall promptly and properly, if eligible, make the “push-out” election under Section 6226 of the Code and any similar or analogous election under applicable state Law.Section 10.4 Payments.(a) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable, the Indemnifying Party shall satisfy its obligations within five (5) Business Days of such agreement or final, non-appealable adjudication by wire transfer of immediately available funds.(b) Any Losses payable to a Buyer Indemnitee pursuant to ARTICLE X shall be satisfied (i) first, by reducing the number of Indemnity Escrow Shares in the Escrow Account by a number equal to the amount of such Losses divided by the Per Parent Share Price, and (ii) thereafter, directly from Seller and the Members (subject to the Basket Amount and the Cap with respect to representations and warranties of Seller and the Members other than Seller Fundamental Representations and subject to the Fundamental Cap with respect to the Seller Fundamental Representations) by wire of immediately available funds to the account designated by Buyer.Section 10.5 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by applicable Law.Section 10.6 Effect of Investigation. The representa...
Tax Claims. If the Lender intends to make a claim for any Tax Indemnity Amounts pursuant to Clause 8.3 (Tax Indemnity), it shall notify the Borrower thereof; provided that nothing herein shall require the Lender to disclose any confidential information relating to the organisation of its affairs.
Tax Claims. Sections 7.04(b)(i) through 7.04(b)(iv), 7.04(b)(vi) and 7.04(b)(vii) shall not be applicable to any Third Party Claim relating to income or franchise taxes. Each of LM and the Company shall keep the other fully advised with respect to, and shall grant the other full rights of consultation in connection with, any such Third Party Claim and the defense or other handling of any audit, litigation or other proceeding involving the tax treatment of the Contemplated Transactions.
Tax Claims. 11.1. If the Buyer or the Company shall become aware of any Tax Claim which is likely to give rise to a liability of the Seller under this Tax Covenant the Buyer shall (or shall procure that the Company shall) as soon as reasonably practicable give notice of that Tax Claim to the Seller but so that such notice shall not be a condition precedent to the liability of the Seller under this Tax Covenant. Such notice shall include the details of the Tax Claim if and insofar as they are known to the Buyer (including, if reasonable for the Buyer to do so, an estimate of the Seller’s liability under this Tax Covenant. 11.2. If the Seller shall indemnify and secure the Company and the Buyer to the reasonable satisfaction of the Buyer against all losses, damages and expenses (including any additional Tax Liability, costs and interest on overdue Tax) which may be incurred in complying with this paragraph 11.2, the Buyer shall (and shall procure that the Company shall), in each case subject to the provisions of paragraph 11.4 in accordance with any reasonable instructions of the Seller promptly given by notice to the Buyer (but subject to paragraph 11.3) seek to avoid, dispute, resist, appeal, compromise or defend that Tax Claim (called “the Dispute”): 11.3. If:- 11.3.1. The Seller does not request the Buyer or the Company to take any action under paragraph 11.2 or the Seller fails to indemnify and secure the Buyer and the Company to the Buyer’s reasonable satisfaction in each case within 15 Business Days commencing with the date on which the notice is deemed received in accordance with paragraph 11 by the Seller; or 11.3.2. the Seller (or the Company before Completion) has been involved or alleged by a Tax Authority to have been involved in fraudulent conduct or wilful default in respect of the Tax Liability which is the subject matter of the Dispute; the Buyer or the Company shall have the conduct of the Dispute absolutely (without prejudice to its rights under this Tax Covenant) and shall be free to pay or settle the Tax Claim on such terms as the Buyer or the Company may in their absolute discretion consider fit. 11.4. Neither the Buyer nor the Company shall be obliged to comply with any request of the Seller under paragraph 11.2 which involves contesting any assessment to or demand for Tax before any court or appellant body (or contesting any determination in respect of such assessment or demand by any subordinate tribunal, court or other appellate body) unless ta...
Tax Claims. If a claim for Taxes, including notice of a pending or threatened audit, shall be made by any Taxing authority to Parent or any of its Subsidiaries in writing, which, if successful, would result in an indemnity payment pursuant to Section 7.5 (a “Tax Claim”), Parent shall notify the Stockholder Representative in writing of the Tax Claim within 10 days following Parent’s or any of its Subsidiaries’ receipt of the written claim for Taxes. Such notice shall state the nature and basis of the Tax Claim and the amount thereof, each to the extent known by Parent or any such Subsidiary. Parent shall have the sole right to represent the interests of the Company or its Subsidiaries with respect to any Tax Claim, provided, however, that the Stockholder Representative shall have the right to employ counsel of its choice at its expense in connection with such Tax Claim and to participate in any related audit or proceeding and Parent shall inform Stockholder Representative of the status of any such audit or proceeding, shall provide the Stockholder Representative with copies of any pleadings, correspondence, and other documents as the Stockholder Representative may reasonably request (at the Stockholder Representative’s sole expense) and shall obtain the prior written consent (which shall not be unreasonably delayed, conditioned or withheld) of the Stockholder Representative prior to the settlement of any claim that could reasonably be expected to cause the Stockholders or holders of Cancelled Options to have an indemnification obligation pursuant to this Agreement.
Tax Claims. If, subsequent to the Closing, Parent or the Company receives notice of a Tax Contest that, if successful, would result in an indemnity payment by the Equityholders (a “Tax Claim”), then within fifteen (15) days after receipt of such notice, Parent shall provide the Equityholder Representative with a copy of such notice, and if Parent fails to do so no Parent Indemnified Party shall be entitled to indemnification under this Agreement with respect to any Damages arising from such Tax Claim, unless the failure did not substantially prejudice the ability of the Equityholder Representative to assert its rights. Parent shall have the right, at its own expense, to control the conduct and resolution of any Tax Claim; provided, however, that (a) Parent shall keep the Equityholder Representative informed of all material developments on a timely basis and shall not resolve such Tax Claim without Equityholder Representative’s written consent and (b) the Equityholder Representative will have the right, but not the obligation, by written notice to Parent within ten (10) days after receipt of notice of the Tax Claim to assume the defense of such Tax Claim at its own expense, in which case the Equityholder Representative shall keep Parent reasonably informed of all material developments on a timely basis and shall not resolve such Tax Claim without Parent’s written consent.
Tax Claims. The Seller shall not be liable for any Tax Claim if and to the extent that the exclusions in clause 5 of the Tax Indemnity apply.
Tax Claims. To the best of Borrower's knowledge, there are no claims or adjustments proposed by any taxing authority for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower and each Guarantor have filed all federal, state and local tax returns required to be filed under applicable Governmental Requirements and have paid all taxes, assessments, fees, penalties, and other governmental charges that are due and payable in connection therewith.