Common use of Tax Indemnification Procedures Clause in Contracts

Tax Indemnification Procedures. (a) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”) shall be delivered or sent to or commenced or initiated against the Company or any Company Subsidiary by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of the Tax Claim along with a copy of the relevant Tax Claim notice; provided that the failure by either party to promptly notify the other of any such notice shall not release the other party from its obligations under this Article VIII except to the extent that the indemnifying party is materially and adversely prejudiced as a consequence of such failure.

Tax Indemnification Procedures. (ai) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “"Tax Claim”") shall be delivered or sent to or commenced or initiated against the Company Seller Entities, Seller or any Company Subsidiary Buyer by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of the Tax Claim along with a copy of the relevant Tax Claim notice; provided provided, that the failure by either any party to notify another party promptly notify the other of any such notice shall not release the other party from its obligations under this Article VIII Section 3.03 in whole or in part except to the extent that the indemnifying other party is materially and adversely prejudiced as a consequence of such failure.

Tax Indemnification Procedures. (ai) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “"Tax Claim”") shall be delivered or sent to or commenced or initiated against any of the Company Insurance Agencies, Seller or any Company Subsidiary Buyer by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of the Tax Claim along with a copy of the relevant Tax Claim notice; provided provided, that the failure by either any party to notify another party promptly notify the other of any such notice shall not release the other party from its obligations under this Article VIII Section 3.05 in whole or in part except to the extent that the indemnifying other party is materially and adversely prejudiced as a consequence of such failure.

Tax Indemnification Procedures. (a) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Claim”"TAX CLAIM") shall be delivered or sent to or commenced or initiated against any of the Company or any Company Subsidiary Companies by any taxing authority with respect to Taxes for which one party to this Agreement is entitled to indemnification from another party, the receiving party shall promptly notify the other party in writing of the Tax Claim along with a copy of the relevant Tax Claim notice; provided provided, that the failure by either party to promptly notify the other of any such notice shall not release the other party from its obligations under this Article VIII VI in whole or in part except to the extent that the indemnifying party Seller is materially and adversely prejudiced as a consequence of such failure.