Tax Contests. Purchaser shall inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.
Tax Contests. The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issu...
Tax Contests. (a) If any Taxing Authority asserts a Tax Claim, then the Party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other Parties; provided, however, that the failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under this Article VIII, except to the extent that the other Party is actually prejudiced thereby. 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.
Tax Contests. If any governmental body or authority issues to the Company (i) a notice of its intent to audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of the Company for periods ending on or prior to the Closing Date or (ii) a notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand concerning Taxes or Tax Returns for periods beginning on or prior to the Closing Date, Purchaser or the Company shall notify the Sellers’ Representative of its receipt of such communication from the governmental body or authority within ten (10) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand (each, a “Tax Claim”). No failure or delay of Purchaser or the Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent that such failure or delay shall interfere with the Company’s ability to successfully defend against any liability or claim for Taxes that the Sellers are obligated to pay hereunder. Purchaser and the Company shall control any proceeding relating to any Tax Claim with respect to Taxes or Tax Returns (a “Tax Contest”); provided, that (i) the Sellers shall have the right to participate in any such Tax Contest to the extent it relates to a Tax Return for a period ending on or prior to the Closing Date and (ii) Purchaser and the Company shall not settle, fail to contest (if the Sellers’ Representative has requested in writing that Purchaser contest), or otherwise resolve any Tax Contest (or any issue raised in such Tax Contest) if such settlement or other resolution relates to Taxes for which the Sellers are liable under this Agreement without the permission of the Sellers (which will not be unreasonably withheld or delayed). At the request of the Sellers’ Representative, Purchaser and the Company shall resolve and settle any issue related to Taxes for any period ending on or before the Closing Date on terms acceptable to the Sellers and the applicable taxing authority; provided, that (i) the Sellers shall have paid to the Company or Purchaser or the applicable governmental authority prior to or when entering into the settlement or other resolution all Taxes (and other amounts) that the Sellers are liable for under this Agreement as a result of such settlement or other resolution, and (ii) the settlement or other resolution does not res...
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. Each Party hereto shall notify the other Party in writing in accordance with Section13.2 within ten (10) Business Days following receipt by such Party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which could affect the liability for Taxes of such other party (“Tax Contest”). If the Party required to give such notice fails to do so in a timely manner, such failure shall not relieve the other Party of its obligation under this Agreement to indemnify for any Taxes arising in connection with such Tax Contest except to the extent that such failure to give notice materially prejudices the other Party’s right to participate in or defend the Tax Contest. Except with respect to a Tax Contest for a Straddle Period, the US Seller shall have the sole right to represent the interests of the Acquired Companies in any Tax Contest for which it is required to indemnify the Buyer and its Affiliates under Section9.1 and to employ counsel of its choice at its sole cost and expense but if and only if (i) US Seller provides written notice to the Buyer of its election to control such Tax Contest within 10 days of receiving notice of the Tax Contest and (ii) the US Seller confirms in writing that the US Seller has the obligation to indemnify the Buyer and its Affiliates hereunder with respect to any Losses or Tax related to such Tax Contest; provided, however, that, Buyer shall be entitled to participate in such proceedings at its own expense, and if such settlement would adversely affect Buyer or any of its Affiliates (including any of the Acquired Companies) in a Tax period (or portion thereof) beginning after the Closing, the US Seller shall not settle or otherwise dispose of any Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of a Tax Contest of an Acquired Company or its Subsidiaries for any Straddle Period, Buyer shall control such Tax Contest subject to the US Seller’s right to participate in such proceedings at its own expenses to the extent such Tax Contest relates to Taxes for which it is required to indemnify. If the US Seller has the right but does not elect to represent the interests of the Acquired Companies under this Section9.8, Buyer shall have the right to represent the interests of the Acquired Companies in such Tax Cont...
Tax Contests. (a) Sellers and Purchaser shall provide notice within fifteen (15) Business Days to the other of any pending or threatened Contest of which it becomes aware related to Taxes for any period for which it is indemnified by the other Party hereunder. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents it has received from any Taxing Authority in respect of any such matters. If a Party hereto has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified under Section 7.6 hereof and such Party fails to give the indemnifying Party prompt notice of such asserted Tax liability, then (i) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Party shall have no obligation to indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Party is not precluded from contesting such asserted Tax liability in any forum, but such failure to give prompt notice 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 7.6 hereof shall be reduced by the amount of such detriment.
Tax Contests. Ashford Inc. shall inform Ashford Trust OP of the commencement of any audit, examination or proceeding (“Tax Contest”) relating in whole or in part to Taxes for which any member of the Ashford Inc. Group may be entitled to indemnity from Ashford Trust OP hereunder. With respect to any Tax Contest for which Ashford Trust OP acknowledges in writing that Ashford Trust OP is liable under this Article II for any and all Losses relating thereto, Ashford Trust OP shall be entitled to control, in good faith, all proceedings taken in connection with such Tax Contest; provided, however, that (x) Ashford Trust OP shall promptly notify Ashford Inc. in writing of its intention to control such Tax Contest, (y) in the case of a Tax Contest relating to Taxes of any member of the Ashford Inc. Group for a Tax period that includes but does not end on the Distribution Date covered in Section 2.1(b), Ashford Trust OP and Ashford Inc. shall jointly control all proceedings taken in connection with any such Tax Contest and (z) if any Tax Contest could reasonably be expected to have an adverse effect on any member of the Ashford Inc. Group in any Tax period beginning after the Distribution Date, the Tax Contest shall not be settled or resolved without Ashford Inc.’s consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if notice is given to Ashford Trust OP of the commencement of any Tax Contest and Ashford Trust OP does not, within ten (10) Business Days after Ashford Inc.’s notice is given, give notice to Ashford Inc. of its election to assume the defense thereof (and in connection therewith, acknowledge in writing the indemnification obligation hereunder of Ashford Trust OP), each member of the Ashford Trust Group shall be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Ashford Inc. The failure of Ashford Inc. to give reasonably prompt notice of any Tax Contest shall not release, waive or otherwise affect Ashford Trust OP’s obligation with respect thereto except to the extent that Ashford Trust OP can demonstrate actual loss and prejudice as a result of such failure. Each member of the Ashford Inc. Group shall use its reasonable efforts to provide Ashford Trust OP with such assistance as may be reasonably requested by Ashford Trust OP in connection with a Tax Contest controlled solely or jointly by Ashford Trust OP.
Tax Contests. (a) B&N or BNED, 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 3.04(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.
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.
