Common use of Tax Indemnification Procedures Clause in Contracts

Tax Indemnification Procedures. (a) After the Closing, Purchaser shall promptly notify Seller in writing of any demand, claim or notice of the commencement of an audit received by a Tax Indemnified Buyer Party from any Governmental Authority or any other Person with respect to Taxes for which Seller is liable pursuant to Section 8.2 of this Agreement; 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 Seller is 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, Purchaser each party to this Agreement (whether the Buyer or the Sellers, as the case may be) shall promptly notify Seller the other party in writing of any demand, claim or notice of the commencement of an audit received by a Tax Indemnified Buyer Party such party from any Governmental Authority Tax authority or any other Person with respect to Taxes Table of Contents 36 for which Seller such other party is liable pursuant to Section 8.2 of this AgreementSections 11.2 or 11.3; 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 VIII, except to the extent that Seller is prejudiced thereby11. 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 Tax authority or any other Person in respect of any such asserted Tax liability.

Tax Indemnification Procedures. (a) After the Closing, Purchaser each of Parent and Seller, as the case may be, shall promptly notify Seller the other Party in writing of any demand, claim or notice of the commencement of an audit received by a Tax Indemnified Buyer such Party from any Governmental Authority Entity or any other Person with respect to Taxes for which Seller such other Party is liable pursuant to Section 8.2 of this Agreement13.1; 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 VIIIXIII, except to the extent that Seller such 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 Entity or any other Person in respect of any such asserted Tax liability.