Tax Controversy. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
Tax Controversy. (a) The Estates shall have the right, but not the obligation, to exclusively represent the interests of the Company and/or its Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes for all periods ending on or prior to the Closing Date. Buyer agrees that it will cooperate fully, and shall cause the Company and/or its Subsidiaries to cooperate fully, with the Estates and their counsel in the defense against or compromise of any claim in any such proceeding.
Tax Controversy. (a) The Buyer Tax Indemnified Parties will promptly notify Sellers in writing (a “Tax Claim Notice”) upon the discovery of any matter that may give rise to a claim for indemnity against a Sellers pursuant to Section 7.1(a) for which the Buyer Tax Indemnified Parties intend to seek indemnity pursuant to this Article VII (a “Tax Claim”); provided, however, that failure to comply with this clause shall affect Sellers’ indemnification obligation hereunder only to the extent that Sellers’ ability to control such Tax Claim is adversely and materially affected by such failure. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, a statement that the Buyer Tax Indemnified Parties seek indemnification for Taxes relating to such claim, and the basis thereof.
Tax Controversy. After the Closing, each of Purchaser, the Acquired Companies and the Seller shall promptly notify each of the other parties in writing upon receipt of any written notice of any pending or threatened Tax proceeding or similar claim relating to Taxes of any Acquired Company (“Tax Claim”) for which the Seller could be liable pursuant to this Agreement; provided, however, that the failure to so notify shall not relieve the Seller of any liability hereunder except to the extent the Seller is actually and materially prejudiced thereby. The Seller shall have the sole right to employ counsel of its choice at its expense and to control the defense of all such Tax Claims for which the Seller is liable under this Agreement for the full amount of Tax payable with respect to such claim or proceeding (a “Seller’s Tax Contest Claim”) and shall bear the full cost of pursuing any such claim; provided, however, that Purchaser shall be entitled to participate in the defense of such Tax Claim, at its expense, with counsel of its choosing and the Seller shall not agree to the settlement of any such Tax Claim or proceeding that would have an adverse effect on any Acquired Company without Purchaser’s consent, which will not be unreasonably withheld, conditioned or delayed. None of Purchaser, the Acquired Companies and their respective Subsidiaries and Affiliates will agree to any settlement of any such Tax Claim without the prior written consent of the Seller, which will not be unreasonably withheld, conditioned or delayed. Purchaser shall, at the Seller’s expense, make available or shall cause the applicable Acquired Company to make available to the Seller any and all books and records of such Acquired Company and other documents reasonably requested by the Seller and shall make available employees of such Acquired Company to enable the Seller to defend any Seller’s Tax Contest Claim and shall cooperate with the Seller in defense of such
Tax Controversy. Parent, the Surviving Corporation and its Subsidiaries shall provide the Stockholder Representative with notice of any audit or investigations with respect to a taxable period beginning before the Closing Date if such audit or investigation could give rise to a Liability of Sellers pursuant to Section 11.02, after taking into account the limitations described in Section 11.03. The Stockholder Representative shall have the right to participate in any and all such audits or investigations and to approve the disposition thereof (not to be unreasonable withheld or delayed) to the extent it would result in any such Liability to Sellers pursuant to Section 11.02, after taking into account the limitations described in Section 11.03.
Tax Controversy. 62 Section 8.4. Tax Cooperation.......................................63 Section 8.5. Transfer Taxes........................................64 Section 8.6. Miscellaneous.........................................64
Tax Controversy. (a) The Sellers or Buyer (the "Tax Indemnified Party"), as the case may be, will notify the other party (the "Tax Indemnifying Party") in writing within 30 days (a "Tax Claim Notice") of its discovery of any matter that may give rise to a claim for indemnity against a Tax Indemnified Party pursuant to Section 8.1(a) for which the Buyer Tax Indemnified Parties intend to seek indemnity pursuant to this Article VIII (a "Tax Claim"); provided, that the failure to provide such notice shall not prejudice the Tax Indemnified Party's right to indemnification hereunder except to the extent that the Tax Indemnifying Party is actually adversely and materially prejudiced thereby. A Tax Claim Notice shall contain a summary of the facts (set forth with reasonable specificity) underlying or relating to the relevant claim, any correspondence or notice received from any third party with respect thereto, a statement that the Buyer seeks indemnification for Taxes relating to such claim and the basis thereof.
Tax Controversy. 3 1.17 Tax Item...................................................... 3 1.18
Tax Controversy. If any governmental authority having the power to assess or collect an income tax (a “Taxing Authority”) challenges the income tax return of any Limited Partner for any reason, in whole or in part, having to do with his being a Limited Partner, the Limited Partner shall tender the defense thereof to the Partnership. If approved by at least fifty-one percent (51%) in interest of the Partnership Interests of the Limited Partners, the Partnership, at its expense, shall have the right and shall control the defense against the challenge. In connection with any defense against a challenge by a Taxing Authority not so approved, the Partnership will be obligated neither to defend nor pay for the defense against the Taxing
Tax Controversy. The Purchaser shall notify the Seller in writing promptly upon learning of any audit, inquiry, examination or administrative or judicial proceeding (a “Tax Controversy”) that could result in a determination of Tax liability for which Seller may have an indemnification obligation hereunder. The Seller shall notify the Purchaser in writing promptly upon learning of any Tax Controversy regarding Taxes related to the Company or any of its Subsidiaries. The failure to promptly provide notice shall not relieve the party to which such notice was not promptly provided of any liability it may have hereunder, except to the extent that the party to which such notice was not promptly provided demonstrates actual prejudice as a result of such failure.
