Tax Contest definition
Examples of Tax Contest in a sentence
Any Tax Contest shall be treated as a Third Party Claim for purposes of Section 11.4(f).
Notwithstanding the above, if the Tax Contest relates to Taxes for which Securityholders may incur indemnity obligations under this Agreement, Buyer will conduct the defense of such claim, and the Securityholder Representative will have the right to participate in such Tax Contest but not control at the Securityholders’ expense.
For the avoidance of doubt, any claim for indemnification in respect of such Tax Contest will be governed by ARTICLE IX.
Such cooperation shall include obtaining and providing appropriate forms, retaining and providing records and information that are reasonably relevant to any such Tax Return or Tax Contest, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder.
Notwithstanding anything to the contrary in this Agreement, Seller shall have the exclusive right to control in all respects, and neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall be entitled to participate in, any Tax Contest that solely relates to any Tax Return of a consolidated, combined or unitary group that includes Seller or any of its Affiliates and where Seller is responsible for any related Tax that may arise from such Tax Contest.