Tax Indemnification Claim definition
Examples of Tax Indemnification Claim in a sentence
If a claim for Taxes, including, without limitation, notice of a pending or threatened tax audit, is made by any Tax Authority (a “Tax Claim”) which, if successful, may result in an Tax Indemnification Claim, the Purchaser shall immediately notify the Vendor in writing of the Tax Claim so that at least fifteen (15) Business Days remain for filing an appeal on the date of the Vendor’s receipt of the Purchaser’s notice.
For the avoidance of doubt, this Clause 9.3(d) shall not apply if and to the exent the liability or provision pursuant to the preceding sentence has reduced a Tax Indemnification Claim pursuant to Clause 9.2(b)(v).
The Parties agree that there shall not be any duplication in the payment of any amounts pursuant to a Tax Indemnification Claim.
Each Seller as an individual obligor (Teilschuldner) in accordance with Clause 16.2 shall pay to the Purchaser or, upon request of the Purchaser, the relevant Group Company, on a pro rata basis pursuant to each Seller's Pro Rata Share an amount equal to any Pre-Effective Date Taxes (the Tax Indemnification Claim).
The Purchaser shall keep the Vendor fully informed regarding the commencement of any Tax audit or other proceeding which may give rise to a Tax Indemnification Claim.