Tax Contests Clause Samples

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. (i) Morgan Stanley shall have the right to represent the interests of each of the Morgan Stanley Contributed Subsidiaries in, and to control the conduct of, any Tax audit or administrative or court proceeding (a “Tax Contest”) with respect to any taxable period of such Subsidiary that ends on or prior to the Closing Date. (ii) Citigroup shall have the right to represent the interests of each of the Citigroup Contributed Subsidiaries in and to control the conduct of any Tax Contest with respect to any taxable period of such Subsidiary that ends on or prior to the Closing Date. (iii) The Company and Citigroup shall jointly represent the interests of each of the Citigroup Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. The Company and Morgan Stanley shall jointly represent the interests of each of the Morgan Stanley Contributed Subsidiaries in any Tax Contest to the extent relating to a Straddle Period of any such Subsidiary. (iv) If the resolution of any Tax Contest with respect to a Pre-Closing Tax Period or a Straddle Period would reasonably be expected to result in a material increase in the amount of Taxes required to be borne by the Party not in control of such Tax Contest (the “Non-Controlling Tax Party”) or would reasonably be expected to result in the Non-Controlling Tax Party having an obligation to make an indemnity payment pursuant to Section 4.5(a), (A) the Party in control of such Tax Contest (the “Controlling Tax Party”) shall keep the Non- Controlling Tax Party informed of any proceedings, events and developments relating to or in connection with such Tax Contest; (B) the Non-Controlling Tax Party shall be entitled to receive copies of all material correspondence and documents relating to such Tax Contest; and (C) if requested, the Controlling Tax Party shall consult with the Non-Controlling Tax Party or its counsel and shall not enter into any settlement or compromise with respect to any such Tax Contest that could result in an adverse effect on the Non-Controlling Tax Party that is material without the Non-Controlling Tax Party’s prior written consent, which consent shall not be unreasonably withheld.

Tax Contests. (i) If any Governmental Entity issues to the Company (A) a written notice of its intent to audit or conduct another legal proceeding with respect to Taxes of the Company for any period ending on or before the Closing Date or (B) a written notice of deficiency for Taxes for any period ending on or before the Closing Date (a “Tax Claim”), HSE shall notify Representative of its receipt of such communication from the Governmental Entity within thirty (30) days of receipt. No failure or delay of HSE in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Transferors pursuant to this Agreement unless any Transferor is prejudiced by such failure or delay. (ii) Representative shall control any audit or other legal proceeding in respect of any Tax Return or Taxes of the Company (a “Tax Contest”) that relates to a Pre-Closing Tax Period; provided, that with respect to any such Tax Contest, other than a Tax Contest that relates solely to the Company’s Partnership Returns, (A) Representative shall control such Tax Contest in good faith, (B) all costs and expenses in connection with such Tax Contest shall be allocated among the Transferors in accordance with such Transferor’s Pro Rata Portion, (C) Representative shall keep HSE reasonably informed regarding the status of such Tax Contest, (D) HSE, at the sole cost and expense of HSE, shall have the right to participate in any such Tax Contest and (E) Transferors shall not settle or otherwise resolve any Tax Contest without the permission of HSE (which will not be unreasonably withheld, delayed, or conditioned). (iii) HSE and the Company shall control any other Tax Contest; provided, however, that (A) HSE shall keep Representative reasonably informed regarding the status of any such Tax Contest that relates to a Straddle Period, (B) any Transferor, at the sole cost and expense of such Transferor, shall have the right to participate in any such Tax Contest to the extent it relates to a Straddle Period and (C) HSE shall not allow the Company to settle or otherwise resolve any Tax Contest if such settlement or other resolution relates to Taxes for a Straddle Period without the permission of Representative (which will not be unreasonably withheld, delayed, or conditioned).

Tax Contests. (A) If a written claim is made by any taxing author- ity that, if successful, could result in the indemnification of Shared Technologies by RHI hereunder (an "Indemnifiable Claim"), Shared Technologies shall promptly notify RHI in writ- ing of such fact. In the event that such written notice is not given within thirty (30) days of the receipt of such claim, the bobligation to indemnify with respect to such claim shall ter- minate if RHI is thereafter unable, directly or indirectly, to contest such claim, pursue other administrative remedies, or ▇▇▇ for refund upon payment of the amount which is the subject of the claim. (B) Shared Technologies shall take, and shall cause FII and VSI to take, any and all actions in connection with any audit or similar proceeding relating to a Pre-Deconsolidation Period, or in connection with contesting any Indemnifiable Claim, as RHI shall reasonably request from time to time. RHI shall control all audits or similar proceedings relating to a Pre-Deconsolidation Period and all proceedings in connection with contesting any Indemnifiable Claim and shall be entitled to utilize counsel of its own choosing in connection therewith; provided that, where the results of any such contest would have a material adverse impact on the ability of Shared Technolo- ▇▇▇▇, FII or VSI to obtain the benefit of any item of deduc- tion, loss or credit (or require Shared Technologies, FII or VSI to recognize additional income) in any Post-Deconsolidation Period, RHI shall reasonably consult with Shared Technologies in connection with such contest. In connection with any such proceedings, RHI, in its sole discretion, may: pursue or forego any administrative appeal, proceedings, hearings and confer- ences with the relevant taxing authority; pay the tax claims and ▇▇▇ for a refund (where applicable law permits such refund suits) or contest the claim in any other legally permissible manner; prosecute such contest to a determination in a court of initial jurisdiction and in any applicable appellate courts; or take any other action it deems appropriate. RHI shall ▇▇▇▇- ▇▇▇▇▇ Shared Technologies for all reasonable out-of-pocket costs (including fees and disbursements of outside counsel and accountants) incurred in complying with any request by RHI pur- suant to the first sentence of this subparagraph (B). If costs are incurred in connection with a dispute involving both Pre-Deconsolidation Period and Post-Deconsolidation Periods, RHI and Shared Technologi...

Tax Contests. A. After the Closing Date, either of Seller or Buyer 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 4. 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 Seller or Buyer to give notice to the other as required by this Section 4.3A shall not relieve either Seller or Buyer of its obligations under Section 4.1 or Section 4.2 unless the obligated party is materially prejudiced thereby. B. If such Tax Contest involves Taxes of the Company 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, Buyer or any Affiliate for any taxable period ending after the Closing Date (i) Seller shall allow the Buyer to participate in any such Pre-Closing Tax Contest at the Buyer's sole expense and (ii) Seller shall keep Buyer 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 Buyer. In any event, neither the Buyer 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 Buyer and Seller may participate and jointly control at their own expense the Tax Contest; provided, however, that neither party shall settle or compromise such Tax Contest without the consent of the other party, which consent shall not unreasonably be withheld, conditioned or delayed. The principle set forth in the preceding sentence shall govern also for pur...

Tax Contests. (a) Purchaser or Holdco, as the case may be, shall notify the other party within ten (10) Business Days after receipt by such party or any of its Affiliates of written notice of any pending United States federal, state, local or foreign Tax audit or examination or notice of deficiency or other adjustment, assessment or redetermination relating to Taxes for which such other party or its Affiliates may be responsible under Section 6.1, Section 6.2, Section 6.7 or Section 10.1 (“Tax Matters”). (b) Holdco shall have the sole right to control, contest, resolve and defend against any Tax Matters relating solely to Taxes of any Transferred Company for which Sellers are obligated to indemnify Purchaser under Section 6.1; provided, however, that Purchaser may participate in any such Tax Matters at its own expense; provided, further, that Holdco shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof) to the extent such concession, settlement or compromise could reasonably be expected to affect adversely Purchaser or its Affiliates without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Subject to Section 6.5(d), Purchaser shall have the sole right to control all Tax Matters, and resolutions described in Section 6.10, of any Transferred Company, or with respect to the Business or any Transferred Asset, not controlled by Holdco pursuant to Section 6.5(b) or Section 6.10. (d) Purchaser shall not, and shall not permit its Affiliates to, concede, settle or compromise a Tax Matter (or portion thereof), or resolution described in Section 6.10, controlled by Purchaser under Section 6.5(c) or Section 6.10 to the extent such concession, settlement or compromise could reasonably be expected to affect adversely any Seller or its Affiliates without the consent of Holdco, which consent shall not be unreasonably withheld, conditioned or delayed.

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. (a) After the Closing, each of Purchaser and Seller shall promptly notify the other in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim with respect to Taxes, of which such Party has been informed in writing by any Taxing Authority, or on Purchaser or the Transferred Entity, which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under this Agreement. Such notice shall contain factual information (to the extent known to Seller or Purchaser, as applicable) describing the asserted Liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Liability for Taxes; provided, that failure to so notify Seller or Purchaser, as applicable, shall not relieve any Party of its obligations hereunder unless and to the extent such Party is actually and materially prejudiced thereby. (b) In the case of a Tax audit or administrative or judicial proceeding with respect to the Transferred Entity or the Transferred Assets that relates to a Pre-Closing Tax Period or any Seller Tax Return (a “Seller Tax Contest”), Seller shall have the right to control at its expense the conduct of such Seller Tax Contest; provided, that Seller shall notify Purchaser of Seller’s decision to control any Seller Tax Contest and thereafter, (i) pursue such Seller Tax Contest in good faith, (ii) keep Purchaser reasonably informed of the progress thereof, (iii) allow Purchaser (and any designee of Purchaser) to participate at Purchaser’s expense in the prosecution thereof, and (iv) not settle or compromise any such Seller Tax Contest without the prior written consent of Purchaser, which consent Purchaser shall not unreasonably withhold, delay or condition. If Seller does not elect to control a Seller Tax Contest, Purchaser shall (A) pursue such Seller Tax Contest in good faith, (B) keep Seller reasonably informed of the progress thereof, (C) allow Seller (and any designee of Seller) to participate at Seller’s expense in the prosecution of any such Seller Tax Contest, and (D) not settle or compromise any such Seller Tax Contest without obtaining the prior written consent of Seller, which consent Seller shall not unreasonably withhold, delay or condition.

Tax Contests. (a) Each of Seller and Buyer shall provide notice to the other of any claim or potential claim for Taxes for which it may seek indemnification pursuant to Section 8.06. Such notice shall contain factual information (to the extent known) describing the asserted Tax claim in reasonable detail and shall be accompanied by copies of any notice and other documents received from the Taxing Authority in respect of such Taxes. The party seeking indemnification shall provide such notice within 15 Business Days of the earlier to occur of (i) its receipt of a written communication from the Taxing Authority and (ii) personal contact between an agent of the Taxing Authority and an employee of such party who is responsible for Taxes, in each case with respect to such Taxes. If the party seeking indemnification fails to give the other party notice within such period, then (x) if the indemnifying party is precluded from contesting the asserted Tax Liability in any forum as a result of such failure, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax Liability, and (y) if the indemnifying party is not precluded from contesting such asserted Tax Liability in any forum, but such failure results in a monetary detriment to the indemnifying party, then any amount that the indemnifying party is otherwise required to pay the indemnified party pursuant to Section 8.06 hereof shall be reduced by the amount of such detriment. (b) Seller or its designee shall have the right, upon written notice to Buyer within 30 days after delivery by Buyer to Seller of the notice described in Section 8.05(a), to control the conduct, including settlement or other disposition thereof, of any Contest relating to a Tax matter to the extent such Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 8.01 hereof and to employ counsel of its choice at its expense in such Contest. Buyer shall have the right, at Buyer’s own expense, to consult with Seller regarding any Contest that might affect a taxable period that begins after the Closing Date (or, in the case of a Straddle Period, the portion of such Straddle Period that begins after the Closing Date). (c) Buyer shall have the right to control the conduct of any Contest not described in Section 8.05(b). Seller shall have the right, at Seller’s own expense, to consult with Buyer regarding any Contest that might affect a taxable period that ends...