Tax Contests Clause Samples
A Tax Contests clause outlines the procedures and rights of parties when there is a dispute or challenge regarding tax assessments, liabilities, or claims related to a transaction or agreement. Typically, this clause specifies which party has the authority to control the defense or contest of a tax matter, the obligations to notify the other party of any tax proceedings, and how costs or settlements are handled. For example, if a tax authority audits a transaction and proposes an adjustment, the clause will determine who manages the response and who bears the financial consequences. The core function of this clause is to allocate responsibility and control over tax disputes, thereby reducing uncertainty and potential conflict between the parties.
POPULAR SAMPLE Copied 8 times
Tax Contests. (a) If any party receives written notice from any Governmental Authority of a Tax Proceeding with respect to any Tax for which the other party is obligated to provide indemnification under this Agreement, such party shall within sixty (60) days thereof give written notice to the other party (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such notice); provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that the failure to give such notice materially prejudices the Indemnifying Party as provided in Section 11.6.
(b) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to control and make all decisions with respect to any Tax Proceeding relating to Taxes of the Company or any Subsidiary for any Taxable Period ending on or before the Closing Date. Clarant shall have the right to approve the counsel selected by the Stockholders to conduct any such Tax Proceeding, which approval shall not be unreasonably withheld, and to participate fully at its own expense with counsel of its own choosing in all aspects of the prosecution or defense of such Tax Proceeding. The Stockholders shall not take any action or position in any such Tax Proceeding if that action or position could reasonably be expected to increase the past, present or future Tax liability of Clarant or any of its Affiliates, or any Tax liability of the Company or any Subsidiary for any Taxable Period or portion thereof beginning after the Closing Date without the prior written consent of Clarant, which consent shall not be unreasonably withheld. The Stockholders shall not settle or otherwise terminate any such Tax Proceeding without the prior written consent of Clarant, which consent shall not be unreasonably withheld.
(c) Upon written notice to Clarant within thirty (30) days after receipt of notification pursuant to Section 11.4(a), the Stockholders shall have the right, at their own expense, to jointly control and participate with Clarant in the conduct of any Tax Proceeding relating to Taxes of the Company or any Subsidiary for a Straddle Period. If Sellers exercise such right, neither party shall settle or otherwise terminate any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreaso...
Tax Contests. 9.4.1 If any Taxing Authority asserts any Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of any relevant correspondence received from the Taxing Authority. However, failure to give such notice shall not affect the indemnification obligations under Section 9.1.1(c), except to the extent the Indemnifying Party shall have (i) been prejudiced as a result of such failure or (ii) forfeited rights and defenses otherwise available to the Indemnifying Party as a result of such failure.
9.4.2 Seller shall have the sole right to defend or prosecute, at its sole cost, expense and risk, any Tax Claim attributable to a Pre-Closing Period (except for any Tax Claim attributable to a Straddle Period); provided that in the case of a Tax Claim relating to Apache it (i) acknowledges its responsibility to provide indemnification with respect to such claim and (ii) notifies Purchaser in writing within thirty (30) days of being notified of such Tax Claim that it intends to defend such claim. Purchaser and its authorized representatives shall be entitled, at Purchaser’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any such Tax Claim attributable to a Pre-Closing Period. In the case of any such Tax Claim relating to Apache, Seller shall not settle or compromise such Tax Claim without Purchaser’s consent (which shall not be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have an adverse effect on Purchaser or Apache in any Post-Closing Period. Purchaser shall have the sole right to defend or prosecute, any Tax Claim attributable to a Straddle Period. With respect to a Tax Claim attributable to a Straddle Period, Purchaser shall not settle or compromise such Tax Claim without Seller’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Seller and its authorized representatives shall be entitled, at Seller’s expense, to attend, but not participate in or control, all conferences, meetings and proceedings relating to any Tax Claim attributable to a Straddle Period. Any party that does not have the right to defend or prosecute a particular Tax Claim shall take or cause to be taken such actions in connection with contesting such Tax Claim as the party ...
Tax Contests. (a) An Indemnified Party shall promptly notify the Indemnifying Party of the commencement of any Tax Contest that could reasonably be expected to (i) obligate the Indemnifying Party to make an Indemnity Payment or (ii) cause the Indemnifying Party or any of its Subsidiaries to incur any Taxes for which it is not indemnified under this Agreement. A failure by an Indemnified Party to give notice under this Section 4.05(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.
(b) Except as provided in Section 4.05(c), Sporting shall have the exclusive right to control the conduct and settlement of any Tax Contest relating to any Sporting Separate Tax Return not set forth on Schedule 4.01(a), and ATK shall have the exclusive right to control the conduct and settlement of all other Tax Contests. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to obligate any Party to make an Indemnity Payment, then (i) the Indemnifying Party shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the Indemnifying Party exercises that right, the Indemnified Party shall not accept or enter into any settlement that would obligate the Indemnifying Party to make an Indemnity Payment without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
(c) ATK and Sporting shall have the right to control jointly the conduct and settlement of any Tax Contest insofar as it relates to Transaction Taxes. Notwithstanding the foregoing, ATK shall be entitled to control exclusively the conduct and settlement of any Tax Contest insofar as it relates to Transaction Taxes if ATK notifies Sporting that (notwithstanding the rights and obligations of the Parties set forth elsewhere in this Agreement) ATK agrees to (i) waive its rights to indemnification for Transaction Taxes under Article III and (ii) pay, and indemnify all of the members of the Sporting Separate Group from and against, any Transaction Taxes resulting from such Tax Contest insofar as it relates to Transaction Taxes.
(d) Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article III...
Tax Contests. (i) Buyer agrees to give prompt written notice to Seller if it or any Affiliate receives any communication or notice with respect to any audit, review, examination, assessment, or any other administrative or judicial proceeding with the purpose or effect of re-determining Taxes of or with respect to a Company Group Entity (including any administrative or judicial review of any claim for refund) for which Seller may be required to provide indemnification pursuant to this Agreement (a “Tax Contest”).
(ii) Seller shall have the right to control and defend the conduct of any Tax Contest covering any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice, provided, that (A) Seller shall keep Buyer reasonably informed regarding the progress and substantive aspects of the Pre-Closing Tax Contest, (B) Buyer may monitor and observe (and retain separate counsel at its sole cost and expense to monitor and observe) the defense of the Pre-Closing Tax Contest, including, to the extent the circumstances allow, having an opportunity to review any written materials prepared in connection with the Pre-Closing Tax Contest and the right to attend any conferences relating thereto, and (C) Seller will not settle or consent to the entry of any order, ruling, decision, or other similar determination or finding with respect to such Pre-Closing Tax Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned, or delayed).
(iii) Buyer shall have the right to control and defend any Tax Contest covering any Straddle Period, any Tax Contest that is not a Pre-Closing Tax Contest, or any Pre-Closing Tax Contest for which the Seller Representative has not assumed its right to control and defend such Pre-Closing Tax Contest as contemplated by Section 6.09(g)(ii) (an “Other Tax Contest”) with counsel (including, for the avoidance of doubt, accountants) of its choice, provided, that, with respect to any Tax items in the Other Tax Contest for which the resulting Tax liability Seller would be required to provide indemnification pursuant to this Agreement, (A) Buyer shall keep Seller reasonably informed regarding the progress and substantive aspects of such Tax items in the Other Tax Contest, (B) Seller may assume joint control and retain separate co-counsel at its sole cost and expense and participate in the defense of such Tax items in the...
Tax Contests. Each Party shall promptly notify the other Party in writing upon receipt by such Party or any of its officers or directors of a written communication from any governmental authority responsible for the collection of taxes (a “Taxing Authority”) with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any taxes for which the other Party may be liable pursuant to this Agreement. In the case of any Tax Contest relating to the Company Taxes that is undertaken against CB, CB shall (i) use reasonable best efforts to keep the Company informed regarding the progress and substantive aspects of such Tax Contest, (ii) offer the Company a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Contest, and allow the Company to participate in any related meeting or telephonic conference with the applicable Taxing Authority and (iii) not settle or otherwise dispose of any item subject to such Tax Contest that could reasonably be expected to adversely affect the Company without obtaining the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of any Tax Contest relating to CB Taxes that is undertaken against the Company, the Company shall (i) use reasonable best efforts to keep CB informed regarding the progress and substantive aspects of such Tax Contest, (ii) offer CB a reasonable opportunity to comment before submitting to any Taxing Authority any written materials prepared or furnished in connection with such Tax Contest, and allow CB to participate in any related meeting or telephonic conference with the applicable Taxing Authority and (iii) not settle or otherwise dispose of any item subject to such Tax Contest that could reasonably be expected to adversely affect CB without obtaining the prior written consent of CB, which consent shall not be unreasonably withheld, conditioned or delayed.
Tax Contests. (i) In the event that Buyer or the Company becomes aware, the Buyer shall notify the Seller Representative in writing within ten (10) days of receipt of the proposed assessment or the commencement of any audit or administrative or judicial proceeding or of any demand or claim on the Buyer, its Affiliates or the Company with respect to Taxes and Tax Returns of the Company which, if determined adversely to the Buyer, its Affiliates, the Company or any Indemnifying Parties or after the lapse of time, could be grounds for indemnification by the Indemnifying Parties under Section 6.9(a). Such notice shall contain factual information (to the extent known to the Buyer, its Affiliates 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 the Buyer fails to give the Seller Representative notice of an asserted Tax liability as required by this Section 6.9(e), then the Indemnifying Parties shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that the Seller Representative demonstrates that the defense of such Tax liability is actually and materially prejudiced thereby.
(ii) In the case of a Tax audit or administrative or judicial proceeding that relates to a Pre-Closing Tax Period (excluding any Straddle Periods which shall be governed by Section 6.9(e)(iii)) and which could give rise to indemnification by the Sellers under Section 6.9(a) (a “Pre-Closing Tax Contest”), the Seller Representative shall have the right, at the Indemnifying Parties’ expense, to direct and control, through counsel of its own choosing the conduct of such Pre-Closing Tax Contest. The Seller Representative shall promptly notify the Buyer of the Indemnifying Parties’ intent to do so. Neither the Indemnifying Parties nor any of their respective Affiliates shall enter into any settlement of or otherwise compromise any Pre-Closing Tax Contest that adversely affects or may adversely affect the Tax liability of the Buyer, the Company or any of their Affiliates for any period ending after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. If the Seller Representative elects not to direct the Pre-Closing Tax Contest, the Buyer or the Company may assume control of such Pre-Closing Tax Contest.
(iii)...
Tax Contests. Seller shall control and bear the cost of the conduct of any audit, claim, dispute or controversy (“Tax Contest”) relating to any Tax for which Seller is responsible pursuant to Section 6.5(a); provided, however, that Seller shall not settle or compromise any such Tax Contest in a manner that could reasonably be expected to adversely affect the Tax liability of Buyer, the Acquired Companies, and their respective affiliates for any taxable period ending after the Closing Date without the consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned). Buyer shall control all other Tax Contests relating to any Acquired Company or the Business or the Acquired Assets. Notwithstanding the foregoing, if any Tax Contest involves Taxes for which the Seller is responsible pursuant to Section 6.5(a) as well as Taxes for which Buyer is responsible pursuant to Section 6.5(a), the parties shall jointly conduct such Tax Contest, with each party being entitled to control such Tax Contest (including with respect to any possible settlements or compromises) with respect to any issues which could result in liability for which such party is responsible; to the extent that any such jointly conducted Tax Contest involves any issue which could result in liability for both parties, the parties shall jointly control the conduct of the Tax Contest with respect to such issue, and no settlement or compromise of such issue shall be entered into without the consent of both parties. Disputes regarding the conduct of any Tax Contest that is jointly conducted shall be referred to the Independent Accountant for resolution if the parties are unable to reach agreement after attempting in good faith to do so; the Independent Accountant shall take into account the positions of both parties with due regard for the amount of each party’s potential liability.
Tax Contests. (a) After the Closing Date, either of the Seller or the Purchaser shall notify the other upon receipt of written notice of the commencement of any Tax audit, inquiry, assessment, or administrative or judicial proceeding (a "Tax Contest") that, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under Section 10.
1. Such notice shall be in writing and shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. Notwithstanding the foregoing, any delay or failure by the Seller or the Purchaser to give notice to the other as required by this Section 10.3(a) shall not relieve either the Seller or the Purchaser of its obligations under Section 10.1 or Section 10.2 unless the obligated party is materially prejudiced thereby.
(b) If such Tax Contest involves Taxes of the Company and/or the Company Subsidiaries for a Tax period ending on or before the Closing Date (a "Pre-Closing Tax Contest") for which Seller is liable (taking into consideration any indemnification obligations pursuant to this Agreement), Seller may elect to control, at its own expense, such Pre-Closing Tax Contest; provided, however, that if the resolution of such Tax Contest could be expected to impact in any manner the Tax liability or Tax Return of the Company or any Company Subsidiary for any taxable period ending after the Closing Date (i) Seller shall allow the Purchaser to participate in any such Pre-Closing Tax Contest at the Purchaser's sole expense and (ii) Seller shall keep Purchaser reasonably informed with respect to the commencement, status and nature of any such Pre-Closing Tax Contest involving any Tax liability of the Company or the Company Subsidiaries. If Seller does not elect to control such Pre-Closing Tax Contest, the Purchaser, Company or a Company Subsidiary may pay, compromise, or contest such asserted Tax liability. In any event, neither the Purchaser nor the Seller may settle or compromise such Pre-Closing Tax Contest without the consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
(c) Notwithstanding the foregoing, with respect to Tax Contests relating to a Straddle Period, each of the Purchaser and Seller may participate and jointly control at their own expe...
Tax Contests. Buyer and Parent shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events regarding Taxes with respect to the Business or Purchased Assets which may adversely affect the other party (any such inquiry, claim, assessment, audit or similar event, a “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such other party was actually prejudiced as a result thereof. Parent shall, at its expense, have the right to elect to control the conduct of any Tax Contest in respect of Property Taxes which may adversely affect Parent or any Seller. If Parent does not elect to control the conduct of a Tax Contest in respect of Property Taxes, Buyer shall, at its expense, have the right to control the conduct of such Tax Contest; provided that if Buyer controls such Tax Contest, Buyer shall keep Parent informed regarding the progress and substantive aspects of such Tax Contest. If any Tax Contest could reasonably be expected to have an adverse effect on or increase the Tax liability of Parent, any Seller or any of their Affiliates, Buyer shall not abandon, compromise or settle any such Tax Contest without obtaining Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Tax Contests. If either CWH (on behalf of the CWH Group) or SIR (on behalf of the SIR Group) becomes aware of any audit, pending or threatened assessment, official inquiry, examination or proceeding (“Tax Contests”) that could result in an official determination with respect to Taxes due or payable, the responsibility for any portion of which may rest with the other party, such party shall promptly so notify the other party in writing. The party bearing greater responsibility for the Taxes contested in a Tax Contest shall bear the costs (including attorneys’ and accountants’ fees, but excluding the contested Taxes) of such Tax Contest, and shall control and conduct such Tax Contest in a reasonable manner after consulting in good faith with the other party. The other party shall supply the party controlling the Tax Contest with such powers of attorney and assistance as may be reasonably requested. The responsibility for any additional liability for Taxes resulting from a Tax Contest shall be allocated and apportioned between the CWH Group and the SIR Group in accordance with Section 6.1. Except to the extent in conflict with the provisions of this Section 6, the provisions of Section 5.3 shall be applicable to Tax Contests.