Tax Contests Clause Samples

Tax Contests. (i) If a claim shall be made by any Taxing Authority (a “Tax Claim”) which, if successful, would reasonably be expected to result in an indemnity payment pursuant to Section 6.5(d), the indemnified party shall promptly notify the indemnifying party in writing of such claim (and provide copies of any documents received from the Taxing Authority in respect of such claim); provided that the failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations hereunder except to the extent the indemnifying party is prejudiced thereby and expenses are incurred during the period in which notice was not provided. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (ii) With respect to any Tax Claim relating to a Conveyed Subsidiary (or any Subsidiary thereof) for any Tax period ending on or before the Closing Date, to Seller Parent (or any Subsidiary thereof) for any taxable period, or with respect to, a Seller Combined Tax Return, Seller Parent shall control all Tax Proceedings and shall make all decisions taken in connection with such Tax Proceeding (including selection of counsel), and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may either pay the applicable Tax Liability and ▇▇▇ for a refund or contest the Tax Claim; provided, that in the case of such Tax Proceeding with respect to a Tax Return of a Conveyed Subsidiary (or any Subsidiary thereof) other than a Seller Combined Tax Return, Seller Parent shall not settle such Tax Proceeding if doing so would reasonably be expected to materially increase the Tax Liability of Purchaser or its Subsidiaries (including the Conveyed Subsidiaries and any Subsidiary thereof after the Closing), taking into account any indemnification for Tax Liabilities under this Agreement, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of any such Tax Proceeding with respect to a Conveyed Subsidiary (or a Subsidiary thereof), Seller Parent shall (x) notify Purchaser of any material development with respect to any such Tax Proceeding, (y) provide Purchaser with copies of any material documents submitted in connection with such Tax Proceeding and (z) not...

Tax Contests. (a) Following the Closing, if Purchaser, Parent, any of their respective Affiliates or any of the Transferred Entities receives notice of any Tax Proceeding that relates to a Pre-Closing Period or a Straddle Period of a Transferred Entity or any Mamba Assets or Mamba Liabilities that, if resolved adversely, could otherwise reasonably be expected to increase the liability of any Party or its Affiliates for Taxes, including pursuant to this Agreement, or reduce Parent’s entitlement to Tax Refunds (each, an “Applicable Tax Contest”), then Purchaser or Parent, as applicable, shall promptly give written notice to the other party; provided, however, that failure to give such notification shall not release the Indemnifying Party from any of its obligations under this Section 7.2(a) or Article X, except to the extent the Indemnifying Party is actually and materially prejudiced as a result of such failure. Such notice shall specify in reasonable detail the basis for such Applicable Tax Contest and, to the extent known, the amount thereof and shall include a copy of the relevant portion of any correspondence received relating to such Applicable Tax Contest. (b) In the case of an Applicable Tax Contest relating to a Pre-Closing Period, Parent shall have the right, at its own expense, to control the conduct of such Applicable Tax Contest; provided that (i) Parent shall defend such Applicable Tax Contest diligently and in good faith, (ii) Parent shall keep Purchaser reasonably informed of the status of developments with respect to such Applicable Tax Contest; (iii) Purchaser shall have the right to participate in (but not control) such Applicable Tax Contest at its own expense, including attending any meetings or conferences with the relevant Governmental Entity and having an opportunity to comment on any written materials prepared in connection with any such Applicable Tax Contest and (iv) Parent shall not settle, compromise or concede any such Applicable Tax Contest that could reasonably be expected to materially affect the Tax liability of the Transferred Entities or arising with respect to the Mamba Assets or the Mamba Liabilities (taking into account Parent’s indemnity obligations under this Agreement) without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed. (c) Except as described in Section 7.2(b), Purchaser shall have the right to control the conduct of the Applicable Tax Contest; provided, that Purchaser...

Tax Contests. (a) If any Tax Authority issues to Purchaser or the Company (i) a notice of its intent to audit, examine or conduct a proceeding with respect to Taxes or Returns of the Company for any Pre-Closing Tax Period or (ii) a notice of deficiency, notice of reassessment, proposed adjustment, assertion of claim or demand concerning Taxes or Returns attributable to the operations or assets of the Company for any Pre-Closing Tax Period (each, a “Tax Claim”), Purchaser shall notify Seller of the receipt of such communication from the Tax Authority and shall deliver a copy of any such written communication to Seller within 10 Business Days after receiving such Tax Claim. The failure of Purchaser to give timely notice hereunder shall not affect Purchaser’s right to indemnification hereunder, except to the extent such delay or failure prejudices Seller. (b) Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes attributable to the operations or assets of or Returns of the Company (a “Tax Contest”); provided, that (i) Seller shall have the right to participate in any such Tax Contest to the extent it relates to Taxes or a Return for a Pre-Closing Tax Period and in such case Purchaser and the Company shall promptly provide Seller with copies of all written communications relating to the Tax Contest, (ii) Purchaser shall keep Seller informed on a timely basis regarding the progress of any Tax Contest and consult with Seller with respect to any issue relating to such Tax Contest that could affect Seller, and (iii) Purchaser and the Company shall not settle or otherwise resolve any Tax Contest (or any issue raised in any Tax Contest) if such settlement or other resolution relates to Taxes for which Seller is liable under this Agreement without the prior written consent of Seller (which shall not be unreasonably withheld or delayed). (c) At the request of Seller, Purchaser or the Company, as applicable, shall settle any issue related to Taxes for any Pre-Closing Tax Period on terms acceptable to Seller and the applicable Tax Authority; provided, that (i) Seller shall pay when due all Taxes (and other amounts) for which Seller is liable under this Agreement as a result of such settlement, and (ii) the settlement would not result in Purchaser or the Company paying any increased Taxes for which Seller is not required to fully indemnify Purchaser or the Company under this Agreement.

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. Each party shall promptly, and in any event within fifteen (15) days of receipt, notify the other party in writing upon receipt by such party or any of its Affiliates of notice of any pending or threatened Tax audits, examinations or assessments which, 50213729.30 (a) if successful, could result in an indemnity payment pursuant to Section 9.1(a), or (b) relate to Taxes of Seller or any of its Affiliates with respect to the Pre-Closing Tax Period for which Buyer or any of its Affiliates could be responsible pursuant to any of the Ancillary Agreements (a “Tax Claim”), except that no delay by the notifying party in giving any such notice shall relieve the other party of any obligation hereunder unless, and then only to the extent, it is materially damaged or prejudiced by such delay. Notwithstanding anything to the contrary in this Agreement, Seller shall only have the right to control any Tax Claim relating solely or primarily to Pre-Closing Taxes. If Seller chooses not to control such Tax Claim, ▇▇▇▇▇ may defend the same in such manner as it may deem appropriate and Seller shall have the right to participate in such Tax Claim. The party hereto controlling a Tax Claim shall in any event keep the other party hereto reasonably informed of the progress of such Tax Claim, shall promptly provide such other party with copies of all material documents (including material notices, protests, briefs, written rulings and determinations and correspondence) pertaining to such Tax Claim and shall not settle such Tax Claim without such other party’s advance written consent, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Seller shall be entitled to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in or have consent rights with respect to, the defense of any Tax Claim that relates to any income Taxes of Seller or any of its Affiliates.

Tax Contests. IDB Buyer, at its own expense, shall have the right to control and direct any Tax audit, initiate any claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment (each such audit or proceeding, a “Tax Contest”) relating to any Pre-Closing Tax Return or Straddle Period Tax Return of the IDB Subsidiaries; provided that (i) IDB Buyer provides written notice to Seller of its intent to control such Tax Contest within 15 days of receiving notice of such Tax Contest and (ii) such Tax Contest does not involve issues that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates (including the Seller Retained Subsidiaries). With respect to any Tax Contest controlled by IDB Buyer pursuant to this Section 5.7(d) that could reasonably be expected to affect the Tax liability or attributes of Seller or its Affiliates in a Post-Closing Tax Period, IDB Buyer shall not, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), compromise or settle such Tax Contest. Seller may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by IDB Buyer. With respect to any Tax Contest relating to a Pre-Closing Tax Return or Straddle Period Tax Return of GFI, the Seller Retained Subsidiaries and, to the extent that it involves issues that could affect the Tax attributes or liability of Seller or its Affiliates (including the Seller Retained Subsidiaries), the IDB Subsidiaries, Seller shall control and direct such Tax Contest; provided that (a) IDB Buyer may, at its own expense, participate in any such Tax Contest and employ counsel separate from the counsel employed by Seller and (b) without the prior written consent of IDB Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) Seller shall not compromise or settle such Tax Contest if (i) such compromise or settlement would result in indemnification of the Seller Indemnified Parties pursuant to Section 5.7(h) and (ii) IDB Buyer has acknowledged in writing that any Taxes payable to Seller or its Affiliates in connection with such Tax Contest will result in indemnification of the Seller Indemnified Parties to the extent such Taxes otherwise would give rise to an indemnification payment pursuant to Section 5.7(h).

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 Bay Area 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) HII or SpinCo, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) 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) HII shall have the exclusive right to control the conduct and settlement of any Tax Contest (including a Transaction Tax Contest) (i) that relates solely or primarily to Taxes that are the responsibility of HII pursuant to Article II, (ii) that relates to the “net tax liability” of HII under Section 965(h)(6)(A), or (iii) at HII’s election, that may reasonably be expected to materially affect amounts for which both HII and SpinCo are liable under Article II; provided that SpinCo shall have the right, at its sole expense, to participate in and advise on all aspects of any Tax Contest HII elects to control under clause (iii) above, but only in connection with matters relating to potential material liability of a member the SpinCo Group, and, if SpinCo would have liability for a material amount of Taxes as a result of the proposed settlement of any such Tax Contest, HII shall not settle such Tax Contest without the consent of SpinCo (not to be unreasonably withheld, conditioned or delayed). HII shall notify SpinCo within 10 days of becoming aware of a Tax Contest under Section 3.03(b)(iii) if HII does not elect to control such Tax Contest; provided that HII shall have the right to assume control of any such Tax Contest and to settle, compromise and/or concede such Tax Contest, if HII reasonably determines that (i) as a result of subsequent developments the expected Tax liability exposure of any member of the Honeywell Group resulting from such Tax Contest has materially increased; (ii) SpinCo has failed to adequately and properly manage the conduct of such Tax Contest or (iii) an event has occurred during such Tax Contest that could adversely affect HII in any materia...

Tax Contests. Buyer shall inform the Shareholders Representative of the commencement subsequent to the Closing Date of any audit, examination or proceeding (“Tax Contests”) relating in whole or in part to Taxes for which Buyer may be entitled to indemnity from the Shareholders hereunder and the Shareholders Representative shall be entitled to control and conduct those aspects of such Tax Contests that are related exclusively to the liability for any Taxes the amount of which is recoverable by Buyer from the Shareholders hereunder. Costs of any Tax Contest are to be borne by the party controlling such Tax Contest. With respect to a Tax Contest which the Shareholders Representative is entitled to control, the Shareholders Representative shall have the right to determine, in its sole discretion, such issues as (i) the forum, administrative or judicial, in which to contest any proposed adjustment, (ii) the attorney and/or accountant to represent the Corporation and its Subsidiaries in the Tax Contest, (iii) whether or not to appeal any decision of any administrative or judicial body, and (iv) whether to settle any such Tax Contest, except that the Shareholders Representative shall not settle any Tax Contest in a manner that would have an adverse Tax effect on the Corporation or its Subsidiaries for taxable periods ending after the Closing Date without the prior written consent of Buyer (which consent may not be unreasonably withheld). The Shareholders Representative shall keep Buyer informed throughout the Tax Contest and Buyers shall be entitled to participate at its sole expense in any such Tax Contest. The Buyer or the Corporation and its Subsidiaries, as applicable, shall deliver to the Shareholders Representative any power of attorney reasonably required to allow the Shareholders Representative and its counsel to represent the Corporation and its Subsidiaries in connection with the Tax Contest and shall use their reasonable efforts to provide the Shareholders Representative with such assistance as may be reasonably requested by the Shareholders Representative in connection with the Tax Contest.