Tax Claim definition

Tax Claim has the meaning set forth in Section 6.05.

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Tax Claim shall have the meaning set forth in Section 7.6(d).

Tax Claim has the meaning set forth in Section 7.1.

Examples of Tax Claim in a sentence

• The reasonable costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned among Seller, on the one hand, and Buyer, on the other hand, based on the relative amounts of the Tax Claim that are not Assumed Tax Liabilities and that are Assumed Tax Liabilities.

• Subject to the Sellers irrevocably and unconditionally confirming to the Purchaser that the Sellers accept liability for any Tax Liability resulting from the Sellers' Tax Audit or Sellers' Tax Claim (subject to the terms and conditions, including applicable limitations of liability, of this Agreement), the Sellers shall be entitled at their own expense to take over the control of any such Sellers' Tax Audit and/or resist or contest the Sellers' Tax Claim in the name of the Company.

• After receipt by the Purchaser of such notice from the Sellers, the Sellers shall have the conduct of the Sellers' Tax Audit and/or of any appeal, dispute or defence of the Sellers' Tax Claim, provided that neither the Sellers nor their advisors shall take any position that may reasonably be expected to in any material respect adversely affect the position of the Purchaser and/or the Company post Completion Date.

• Failure to give notice within a reasonable time shall not relieve the Sellers of their liability for any Tax Liability resulting from such Tax Audit or Tax Claim except that the Sellers will not be liable for the additional damage (if any) in respect of such Tax Audit or Tax Claim resulting from such failure.

• Upon receipt by the Purchaser or the Company of a written notice of a Sellers' Tax Audit or Sellers' Tax Claim, the Purchaser shall provide or procure that written notice is provided to the Sellers as soon as is reasonably practicable.

More Definitions of Tax Claim

Tax Claim means a Tax Warranty Claim or a Tax Covenant Claim;

Tax Claim has the meaning set forth in Section 10.5.

Tax Claim means any audit, investigation, litigation or other proceeding conducted by or with any Governmental Entity with respect to Taxes.

Tax Claim means any claim with respect to Taxes made by any Taxing Authority that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Article VI.

Tax Claim shall have the meaning ascribed in Section 9.4(a).

Tax Claim has the meaning set forth in Section 11.1(f).

Tax Claim means any claim arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Company contained in this Agreement relating to Taxes.