Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Tax Claims. Sellers shall have the right to control, at their sole cost and expense, and Buyer shall have the right to participate in, at its sole cost and expense, any Tax Claim that relates to any Pre-Closing Taxable Period to the extent Sellers conduct the defense of such Tax Claims actively, diligently and in good faith. If Sellers elect not to control any such Tax Claims, then Buyer shall control such matter, provided, that (i) Sellers’ Representative shall have the right to participate in any such matter, (ii) Buyer shall keep Sellers’ Representative reasonably informed of the status of such matter (including providing Sellers’ Representative with copies of all written correspondence regarding such matter), and (iii) Sellers shall promptly reimburse the Buyer for any and all reasonable expenses incurred in connection with Buyer’s defense of such Tax Claims.. In the case of any Tax Claim for Taxes that applies to a Straddle Taxable Period and to the extent such Tax Claim would result in an indemnification obligation by the Sellers under this Agreement (A) each Party may participate in the Tax Claim; (B) such Tax Claim shall be controlled by that Party that would bear the burden of the greater portion of THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for any Tax periods; and (C) each Party shall bear the appropriate portion of the expenses of such Tax Claim. Except as otherwise provided in Section 4.5(d), in the case of any audit, proceeding, adjustment or other claim made by any Governmental Entity for Taxes that applies to any Post-Closing Taxable Period and/or to the extent the Sellers have no indemnification obligation under this Agreement, Buyer shall have the right to control the conduct of such audit or proceeding in its sole discretion.
Tax Claims. Subject to Section 9.7, notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 4.24 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE VII) shall be governed exclusively by ARTICLE VII hereof.
Tax Claims. If the Lender intends to make a claim for any Tax Indemnity Amounts pursuant to Clause 8.3 (Tax Indemnity), it shall notify the Borrower thereof; provided that nothing herein shall require the Lender to disclose any confidential information relating to the organisation of its affairs.
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of Seller (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 6.8 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE VIII) and any associated liabilities or costs shall be the sole responsibility of Seller; provided, that to the extent that liability for any such Taxes can be imposed on Buyer as a successor or otherwise, Buyer shall have the opportunity to participate with Seller, at Buyer’s own cost and expense, in such claim, assertion, event or proceeding. If Seller has been treated as a partnership for federal and applicable state and local income Tax purposes, in the event that Seller is unable to fully satisfy any imputed underpayment that would otherwise be imposed on it under Section 6225 of the Code or any similar or analogous provisions of applicable state Law in connection with any audit of Seller, Seller shall promptly and properly, if eligible, make the “push-out” election under Section 6226 of the Code and any similar or analogous election under applicable state Law.
Tax Claims. In the event a claim is made or a deficiency alleged following the Closing relating to the Company by the IRS or any other taxing authority, which, if successful, would result in a loss or liability in respect of which indemnity properly may be sought against the Seller pursuant to this Agreement (collectively, an “Indemnity Tax Matter”), then the following shall apply:
Tax Claims. Buyer shall notify the Seller, and the Seller Parties shall notify the Buyer, after acquiring knowledge of any inquiry, claim, audit, assessment, proceeding or similar event with respect to any Taxes of the Company for a Pre-Closing Tax Period or any Tax for which a Seller Party has an indemnification obligation under the terms of this Agreement (any such inquiry, claim, audit, assessment, proceeding or similar event, a “Tax Claim”); provided, that the failure to give such notice shall not affect the indemnification provided hereunder, unless the Party who was supposed to receive such notice has been materially prejudiced by such failure. Buyer shall control any Tax Claim other than any Tax Claim of the Seller or another member of the Seller Consolidated Group (other than the Company) related to a Seller Consolidated Tax Return; provided, that with respect to any Tax Claim controlled by Buyer, the Seller will be entitled to participate, at its own cost and expense, in the defense of such Tax Claim at its own expense, and to employ counsel of its choice for such purpose at its own expense; provided further, that with respect to any Tax Claim controlled by Seller, the Buyer will be entitled to participate, at its own cost and expense, in the defense of such Tax Claim at its own expense, and to employ counsel of its choice for such purpose at its own expense. Buyer shall not, and shall not allow the Company to, settle, resolve, or abandon a Tax Claim (whether or not the Seller participates in such Tax Claim) without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the provisions of this Section 6.2(d) conflict with the provisions of Article 8, this Section 6.2(d) shall control.
Tax Claims. The Seller shall not be liable for any Tax Claim if and to the extent that the exclusions in clause 5 of the Tax Indemnity apply.
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any Tax Claim shall be governed exclusively by ARTICLE VII hereof.
Tax Claims. Sections 7.04(b)(i) through 7.04(b)(iv), 7.04(b)(vi) and 7.04(b)(vii) shall not be applicable to any Third Party Claim relating to income or franchise taxes. Each of LM and the Company shall keep the other fully advised with respect to, and shall grant the other full rights of consultation in connection with, any such Third Party Claim and the defense or other handling of any audit, litigation or other proceeding involving the tax treatment of the Contemplated Transactions.
