Common use of Tax Indemnification Procedures Clause in Contracts

Tax Indemnification Procedures. (a) Parent shall promptly notify the Buyer in writing upon receipt of notice of any pending Tax audits or assessments relating to the income, properties or operations of any Rodeo Entity. If a claim shall be made against the Buyer or any of their Affiliates by any Tax authority, which, if successful, would result in an indemnity payment to the Buyer or one of its Affiliates pursuant to Section 8.10(a) (a “Tax Claim”), the Buyer shall promptly notify Parent, in writing of such Tax Claim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by the Buyer, provided, however, that the failure to provide such written notice shall not excuse Parent from any of its obligations under a Tax Claim except to the extent (and only to the extent) that Parent is materially prejudiced thereby.

Tax Indemnification Procedures. (a) Parent Seller shall promptly notify the Buyer in writing upon receipt of notice of any pending Tax audits or assessments relating to the income, properties or operations of any Rodeo Longhorn Entity. If a claim shall be made against the Buyer or any of their Affiliates by any Tax authority, which, if successful, would result in an indemnity payment to the Buyer or one of its Affiliates pursuant to Section 8.10(a8.12(a) (a “Tax Claim”), the Buyer shall promptly notify ParentSeller, in writing of such Tax Claim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by the Buyer, provided, however, that the failure to provide such written notice shall not excuse Parent the Seller from any of its obligations under a Tax Claim except to the extent (and only to the extent) that Parent the Seller is materially prejudiced thereby.