Common use of Tax Contests Clause in Contracts

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. (a) Sellers and Purchaser Notices. Each party shall provide prompt notice within fifteen (15) Business Days to the other party of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related relating to (i) Taxes for any period for which it is or may be indemnified by the other Party party hereunder, (ii) the qualification of the Reorganization as a tax-free transaction described under Section 368(a)(1)(F) of the Code, (iii) the qualification of the Internal Contribution and the Internal Spin-Off as tax-free transactions described under Sections 368(a)(1)(D) and 355 of the Code, or (iv) the qualification of the External Contribution and the External Spin-Off as tax-free transactions described under Sections 368(a)(1)(D) and 355 of the Code. 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 (or applicable portions thereof) received from any Taxing Tax Authority in respect of any such matters. If a Party hereto (i) an indemnified party 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 hereunder, (ii) such Party party fails to give the indemnifying Party party prompt notice of such asserted Tax liability, and (iii) the indemnifying party has the right, pursuant to Section 7.2(a), to control the Tax Contest relating to such Tax liability, then (ix) if the indemnifying Party party is precluded from contesting the asserted Tax liability in any forum as a result of the such failure to give prompt notice, the indemnifying Party party shall have no obligation to indemnify the indemnified Party party for any Taxes arising out of such asserted Tax liability, and (iiy) if the indemnifying Party party is not precluded from contesting such the asserted Tax liability in any forumliability, but such failure to give prompt notice results in a monetary detriment to the indemnifying Partyparty, then any amount that which the indemnifying Party party is otherwise required to pay the indemnified Party party pursuant to Section 7.6 hereof this Agreement shall be reduced by the amount of such detriment.

Tax Contests. The Indemnifying Party and its Representatives, at the Indemnifying Party's expense, shall be entitled to participate (a) Sellers in all conferences, meetings and proceedings with any Tax 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 Party who has responsibility for filing the Tax Return under this Agreement 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 Tax Authority and shall control all audits and similar proceedings, provided, however, that if such contest would be reasonably expected to result in a material increase in the tax liability of Maquiladora for which Purchaser would be liable, Purchaser may participate in the conduct of such contest and Seller shall provide notice within fifteen (15) Business Days not settle any such contest without the consent of Purchaser, which consent shall not be unreasonably withheld. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the other Indemnifying Party shall be treated as the responsible party with respect thereto. The responsible party agrees to cooperate in the settlement of any pending or threatened Contest of which it becomes aware related to Taxes for any period for which it is indemnified by Indemnity Issue with the other Party hereunder. Such notice shall contain factual information (and to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and take such 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's interests into account.

Tax Contests. (a) Sellers Seller and Purchaser shall provide prompt 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 taxable 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. (a) Sellers Seller 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. (a) Sellers Buyer and Purchaser shall provide notice within fifteen (15) Business Days Seller agree to the cooperate with each 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 knownreasonably required after the Effective Date in connection with any Tax Contests relating to any Pre-Closing Tax Period or Straddle Tax Period. Promptly (but no more than twenty (20) describing 42 days) after Buyer (or any asserted of its Affiliates) or Seller (or any of its Affiliates) receives notice of any such Tax Contest, the party receiving the notice shall notify the other party in writing of the Tax Contest; provided, however, that failure to provide such notice shall not relieve any Party of its obligations pursuant to this Section 7.9 except to the extent such failure materially prejudices such Party. Seller shall control all Tax Contests relating exclusively to Pre-Closing Tax Periods. Additionally, if Seller’s Tax liability in reasonable detail could be affected by a Tax Contest relating to a Straddle Tax Period or if Seller could have an indemnification obligation under this Agreement with respect thereto, Seller shall have the right to conduct and control the defense of such Tax Contest at its expense, and Buyer shall be accompanied by copies provide Seller with all necessary powers of any notice attorney and other documents it has received from and assistance reasonably requested by Seller to allow Seller to effectively conduct and control such defense. Seller shall not be responsible for any Taxing Authority in respect of Taxes to the extent attributable to any such matters. If a Party hereto has knowledge of an asserted Tax liability action taken by Buyer with respect to a matter for which it is any Tax Contest without Seller’s written consent (not to be indemnified under unreasonably withheld). This Section 7.6 hereof and such 7.9(e), rather than Section 9.3, shall govern control of all Third Party fails Claims that relate 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 detrimentTaxes.

Tax Contests. (aA) Sellers and Purchaser shall provide Any Party who receives (or whose Affiliate receives) any notice within fifteen (15) Business Days to the other of any a pending or threatened Contest Tax audit, assessment, or adjustment against or with respect to Company or its Subsidiaries which may give rise to liability of which it becomes aware related to Taxes for any period for which it is indemnified by other Party hereto (or an Affiliate of such Party), shall promptly notify the other Party hereunderParties hereto within five business days of the receipt of such notice. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by include copies of any notice and or other documents it has document received from any Taxing Governmental Authority in respect of any such mattersaudit, assessment or adjustment. 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 Failure to give such notification shall not affect the indemnification provided under §6(d)(i) or §9 except to the extent the indemnifying Party prompt notice of such asserted party (the “Tax liability, then (iIndemnifying Party”) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum shall have been actually prejudiced as a result of such failure (except that the failure Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party failed to give prompt such notice). Thereafter, the indemnifying Party party who (or whose Affiliate) is entitled to indemnification hereunder (the “Tax Indemnified Party”) shall have deliver to the Tax Indemnifying Party, as promptly as possible but in no obligation event later than ten days after the Tax Indemnified Party’s receipt thereof, copies of all relevant notices and documents (including court papers) received by the Tax Indemnified Party. The Parties each agree to indemnify consult with and to keep the indemnified Party for other Parties hereto informed on a reasonable and regular basis regarding the status of any Taxes arising out Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such asserted Tax liabilityother Parties or their Affiliates (including indemnity obligations hereunder), and (ii) if provide the indemnifying Party is not precluded from contesting other party with copies of all written correspondence with respect to such asserted Tax liability in any forum, but such failure to give prompt notice results audit or proceeding 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 detrimenttimely manner.

Tax Contests. (a) Sellers and Purchaser If any party to this Agreement receives any written notice from any taxing authority proposing an adjustment to any tax for which any other party hereto may be obligated to indemnify under this Agreement, within ten business days thereafter such party shall provide notice within fifteen (15) Business Days give 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 others written notice shall contain factual information (to the extent known) describing any asserted Tax liability thereof that describes such proposed adjustment in reasonable detail 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 indicate the indemnifying Party prompt notice of such asserted Tax liabilityamount (estimated, then (iif necessary) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forum as a result of the increase in tax that may be suffered by Buyer, Sellers or PNIC, as the case may be. The failure to give prompt noticenotice pursuant to this Section 10.7(h), however, shall not reduce the indemnifying Party obligations of a party hereunder unless, and then only to the extent, such failure prejudices the rights of the other party to contest such tax adjustment. Each Seller, including its duly appointed representatives, shall be responsible for defending against (and shall have no obligation the right to indemnify the indemnified Party negotiate, resolve, settle or contest) any claim for taxes imposed on PNIC made by any taxing authority for any Taxes arising out taxable period, or portion thereof, ending on or before the Closing Date; provided, however, that Sellers shall keep Buyer advised of the status (and any change in status) of such asserted Tax liabilityclaims and may not resolve or settle any such claim for taxes without the consent of Buyer, and (ii) which consent shall not be unreasonably withheld, provided that if the indemnifying Party is not precluded from contesting such asserted Tax liability resolution or settlement will result in any forumadverse tax or other economic consequence to either Buyer or PNIC, 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 consent shall not be reduced by the amount of such detrimentdeemed unreasonable hereunder.

Tax Contests. (a) Sellers Buyer and Purchaser shall provide notice within fifteen (15) Business Days Seller agree to the cooperate with each 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 knownreasonably required after the Effective Date in connection with any Tax Contests relating to any Pre-Closing Tax Period or Straddle Tax Period. Promptly (but no more than twenty (20) describing days) after Buyer (or any asserted of its Affiliates) or Seller (or any of its Affiliates) receives notice of any such Tax Contest, the party receiving the notice shall notify the other party in writing of the Tax Contest; provided, however, that failure to provide such notice shall not relieve any Party of its obligations pursuant to this Section 7.9 except to the extent such failure materially prejudices such Party. Seller shall control all Tax Contests relating exclusively to Pre-Closing Tax Periods. Additionally, if Seller’s Tax liability in reasonable detail could be affected by a Tax Contest relating to a Straddle Tax Period or if Seller could have an indemnification obligation under this Agreement with respect thereto, Seller shall have the right to conduct and control the defense of such Tax Contest at its expense, and Buyer shall be accompanied by copies provide Seller with all necessary powers of any notice attorney and other documents it has received from and assistance reasonably requested by Seller to allow Seller to effectively conduct and control such defense. Seller shall not be responsible for any Taxing Authority in respect of Taxes to the extent attributable to any such matters. If a Party hereto has knowledge of an asserted Tax liability action taken by Buyer with respect to a matter for which it is any Tax Contest without Seller’s written consent (not to be indemnified under unreasonably withheld). This Section 7.6 hereof and such 7.9(e), rather than Section 9.3, shall govern control of all Third Party fails Claims that relate 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 detrimentTaxes.

Tax Contests. (ai) Sellers and Purchaser shall Each Indemnified Party will provide prompt notice within fifteen (15) Business Days to the other parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it the Indemnified Party becomes aware related to Taxes for any period Tax periods for which it the Indemnified Party is indemnified by the other Party hereunderpursuant to Sections 8.1 and 8.2. Such notice shall will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall will be accompanied by copies of any notice and other documents it has received from any Taxing Tax Authority in respect of any such matters. If a an Indemnified Party hereto has knowledge of an asserted Tax liability with respect to a matter for which it such party is to be indemnified under Section 7.6 hereof Sections 8.1 and 8.2 and such Indemnified Party fails to give the indemnifying Indemnifying Party prompt notice of such asserted Tax liability, then (iA) if the indemnifying 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 Indemnifying Party shall will have no obligation to indemnify the indemnified Indemnified Party for any Taxes arising out of such asserted Tax liability, liability and (iiB) if the indemnifying Indemnifying Party is not precluded from contesting such the asserted Tax liability in any forum, but if such failure to give prompt notice results in a monetary detriment to the indemnifying Indemnifying Party, then any amount that which the indemnifying Indemnifying Party is otherwise required to pay the indemnified Indemnified Party pursuant to Section 7.6 hereof shall this Agreement will be reduced by the amount of such detriment.

Tax Contests. (a) Sellers Any Seller, on the one hand, and Purchaser Purchaser, on the other hand, shall provide prompt 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 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 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 8.6 hereof and such Party party fails to give the indemnifying Party party prompt notice of such asserted Tax liability, then (i) if the indemnifying Party 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 party shall have no obligation to indemnify the indemnified Party party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Party 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 Partyparty, then any amount that the indemnifying Party party is otherwise required to pay the indemnified Party party pursuant to Section 7.6 8.6 hereof shall be reduced by the amount of such detriment.

Tax Contests. (a) Sellers The Indemnifying Party and Purchaser its duly appointed representatives shall provide notice within fifteen (15) Business Days have the sole right to the other of negotiate, resolve, settle or contest any pending or threatened Contest of which it becomes aware related to Taxes claim for any period for which it is indemnified Tax made 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 a Taxing Authority in respect of any such matters. If a Party hereto has knowledge of an asserted Tax liability authority with respect to a matter for which it the Indemnifying Party is bound to be indemnified indemnify an Indemnified Party under Section 7.6 hereof and such 7.8; provided, however, that the Indemnifying Party fails shall not initiate any claim, settle an issue, file any amended Tax Return, take or advocate any position or otherwise take any action that could adversely affect the Indemnified Party or any of its Affiliates, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of a claim for the Tax made by a Taxing authority with respect to give which the indemnifying Party prompt notice of such asserted Tax liability, then (i) if the indemnifying Indemnifying Party is precluded from contesting bound to indemnify an Indemnified Party under Section 7.8, the asserted Tax liability in any forum as a result Indemnified Party may defend the same at the reasonable expense of the failure to give prompt noticeIndemnifying Party (in accordance with the provisions of Section 7.8 hereof) in such manner as it may deem appropriate, 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 forumincluding, but not limited to, settling such failure to give prompt notice results in a monetary detriment to audit or proceeding with the indemnifying consent of the Indemnifying Party, then any amount that the indemnifying Party is otherwise required to pay the indemnified Party pursuant to Section 7.6 hereof which consent shall not be reduced by the amount of such detrimentunreasonably withheld.

Tax Contests. (a) Sellers Notwithstanding any of the foregoing, the Holders shall ------------ have no right to control any federal or state income tax audit, and Purchaser Expedia shall provide notice within fifteen (15) Business Days have the sole right to conduct any tax audit or other tax contest relating to the other Expedia tax return, subject to the provisions of this paragraph. Notwithstanding the foregoing, in the event of any pending audit of the reorganization of the Company effected January 21, 1999, Expedia shall have no right to control such audit, and the Principal Shareholders shall have the sole right to conduct any tax audit or threatened Contest other tax contest relating to such, subject to the provisions of which it becomes aware related this paragraph. The party controlling the response to Taxes for any period for which it is indemnified by an audit under this paragraph shall (A) consult with 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 parties with respect to a matter for which it is the resolution of any issue that would affect such other parties in that or any other taxable year, and (B) not settle any such issue, or file any amended Return relating to be indemnified under Section 7.6 hereof and such Party fails to give issue, without 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 consent of the failure other parties, which consent shall not unreasonably be withheld. Where consent to give prompt noticea settlement is withheld by another party pursuant to clause (B) of the preceding sentence, such other party may continue or initiate any further proceedings at its own expense, provided, that the indemnifying Party liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have no obligation to indemnify resulted from the indemnified Party for settlement or amended return. In the event any Taxes arising Indemnifiable Amounts arise out of such asserted Tax liabilitytax audits, the party controlling such audit will notify the other party and (ii) if the indemnifying Party is not precluded from contesting such asserted Tax liability in Holders' Representative and allow him to comment on any forum, but such failure written submissions relating 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 detrimentIndemnifiable Amounts.

Tax Contests. (a) Sellers and Purchaser shall Each Party that may be entitled to indemnification (an "Indemnified Party") will provide prompt notice within fifteen (15) Business Days to the other Parties of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it the Indemnified Party becomes aware related to Taxes for any period Tax periods for which it the Indemnified Party is indemnified by the other Party hereunderpursuant to Section 2.1. Such notice shall will contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall will be accompanied by copies of any notice and other documents it has received from any Taxing Tax Authority in respect of any such matters. If a an Indemnified Party hereto has knowledge of an asserted Tax liability with respect to a matter for which it such party is to be indemnified under Section 7.6 hereof 2.1 and such Indemnified Party fails to give the indemnifying Party party (the "Indemnifying Party") prompt notice of such asserted Tax liability, then (i) if the indemnifying 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 Indemnifying Party shall will have no obligation to indemnify the indemnified Indemnified Party for any Taxes arising out of such asserted Tax liability, liability and (ii) if the indemnifying Indemnifying Party is not precluded from contesting such the asserted Tax liability in any forum, but if such failure to give prompt notice results in a monetary detriment to the indemnifying Indemnifying Party, then any amount that which the indemnifying Indemnifying Party is otherwise required to pay the indemnified Indemnified Party pursuant to Section 7.6 hereof shall this Agreement will be reduced by the amount of such detriment.