Common use of Tax Indemnification Procedures Clause in Contracts

Tax Indemnification Procedures. (a) After the Closing, each party hereto shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority or any other Person with respect to Taxes for which the Sellers are liable pursuant to Section 8.2; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ rights to indemnification under this Article VIII, except to the extent that such parties are actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Liability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto to this Agreement shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority or any other Person with respect to Taxes for which the Sellers are such other party is liable pursuant to Section 8.27.3; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such other party’s rights to indemnification under this Article VIIIVII, except to the extent that such parties are party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Liability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto shall promptly notify to this Agreement (whether the other party (Buyer or the Representative any Seller, as the case may be) shall promptly notify the other parties in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority taxing authority or any other Person with respect to Taxes for which the Sellers are such other parties may be liable pursuant to Section 8.2Article IX; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such party’s rights to indemnification under this Article VIIIIX, except to the extent that such other parties are actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority taxing authority or any other Person in respect of any such asserted Tax Liabilityliability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto to this Agreement (whether Parent or Company Agent, as the case may be) shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority Body or any other Person with respect to Taxes for which the Sellers are such other party is liable pursuant to Section 8.210.1; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such other party’s rights to indemnification under this Article VIIISection 10, except to the extent that such parties are party is actually and materially prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority Body or any other Person in respect of any such asserted Tax Liabilityliability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto the Purchaser, on the one hand, and Seller, on the other hand, shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority or any other Person with respect to Taxes for which the Sellers are such other party is liable pursuant to Section 8.210.2 of this Agreement; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such other party’s rights to indemnification under this Article VIIIIX, except to the extent that such parties are party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Liabilityliability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto the Purchaser and the Sellers, as the case may be, shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority Entity or any other Person with respect to Taxes for which the Sellers are such other party is liable pursuant to Section 8.28.02 (Tax Indemnification); provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such other party’s rights to indemnification under this Article ARTICLE VIII, except to the extent that such parties are party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority Entity or any other Person in respect of any such asserted Tax Liabilityliability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto Party (whether Parent or Shareholders’ Representative, as the case may be) shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority or any other Person with respect to Taxes for which the Sellers are such other party is or could be liable pursuant to Section 8.213.1; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such other Party’s rights to indemnification under this Article VIII13, except to the extent that such parties are party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Liabilityliability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Authority or any other Person with respect to Taxes for which the Sellers are liable pursuant to Section 8.29.2; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ rights to indemnification under this Article VIIIIX, except to the extent that such parties are actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax Liability.

Tax Indemnification Procedures. (a) After the Closing, each party hereto to this Agreement (whether Buyers or any Seller, as the case may be) shall promptly notify the other party (or the Representative as the case may be) in writing of any demand, claim or notice of the commencement of an audit received by such party from any Governmental Taxing Authority or any other Person with respect to Taxes for which the Sellers are such other party is liable pursuant to Section 8.27.01; provided, however, that a failure to give such notice will not affect the Tax Indemnified Buyer Parties’ such other party’s rights to indemnification under this Article VIII7, except to the extent that such parties are party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax Liability liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Taxing Authority or any other Person in respect of any such asserted Tax Liabilityliability.