Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. In the event that the Buyer or any of its Affiliates, including the Company, receives any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other Proceeding with respect to the liability of the Company or the Seller for Taxes for any period for which the Seller is liable under this Agreement (a “Tax Claim”), the Buyer will, within twenty (20) calendar days, notify the Seller in writing thereof (provided, however, that any failure by Buyer to provide timely written notice shall not prejudice Buyer’s entitlement to indemnification so long as Buyer can demonstrate that (i) Seller was aware of such Tax Claim within such notice period or (ii) the failure to provide timely notice has not prejudiced Seller’s ability to contest any such Tax Claim). If the Seller is liable under this Agreement for such Taxes, the Seller will be entitled, at the Seller’s sole expense and with counsel of its own choosing, in accordance with Article IX, above, to control or settle the contest of any Tax Claim. The Seller will keep the Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Claim. The Buyer and its Affiliates, including the Company, will cooperate fully with the Seller in handling any such Tax Claim. The Buyer will provide, or cause to be provided to the Seller or its designee, all necessary authorizations, including powers of attorney, to control any Tax Claim which the Seller is entitled to control in connection with this Section 10.3.

Tax Proceedings. In the event that the Buyer Purchaser or any of its Affiliatesaffiliates, including the CompanyTarget Group, receives any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other Proceeding proceeding with respect to the liability of the Company Target Group or the Seller for Taxes taxes for any period for which the Seller is liable under this Agreement Pre-Closing Tax Period (a “Tax Claim”), the Buyer Purchaser will, within twenty (20) calendar days, notify the Seller in writing thereof (provided, however, that any failure by Buyer Purchaser to provide timely written notice shall not prejudice BuyerPurchaser’s entitlement to indemnification so long as Buyer Purchaser can demonstrate that (i) Seller was aware of such Tax Claim within such notice period or (ii) the failure to provide timely notice has not prejudiced Seller’s ability to contest any such Tax Claim). If the Seller is liable under this Agreement for such Taxestaxes, the Seller will be entitled, at the Seller’s sole expense and with counsel of its own choosing, in accordance with Article IX, above, choosing to control or settle the contest of any Tax Claim. The Seller will keep the Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Claim. The Buyer Purchaser and its Affiliatesaffiliates, including the CompanyTarget Group, will cooperate fully with the Seller in handling any such Tax Claim. The Buyer will provide, or cause to be provided to the Seller or its designee, all necessary authorizations, including powers of attorney, to control any Tax Claim which the Seller is entitled to control in connection with this Section 10.3.

Tax Proceedings. In the event that the Buyer Purchaser or any of its Affiliates, including the Company, Purchaser’s Affiliates receives notice of any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other Proceeding proceeding relating to the liability for Taxes of or with respect to the liability of the Company or the Seller for Taxes Assets for any period prior to the Effective Date other than obligations and liabilities for which the Seller is liable under this Agreement (a “Tax Claim”Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), the Buyer will, within twenty (20) calendar days, Purchaser shall notify the Seller in writing thereof (provided, however, that any within 7 days of receiving notice thereof. The failure by Buyer Purchaser to provide timely written notice so notify Seller shall not prejudice Buyer’s entitlement relieve Seller of any liability that it may have to indemnification so long as Buyer can demonstrate Purchaser under this Agreement, except to the extent that (i) such failure actually and materially prejudices Seller. As to any such Taxes for which Seller was aware of such Tax Claim within such notice period is or (ii) the failure to provide timely notice has not prejudiced may be liable, Seller shall at Seller’s ability to contest any such Tax Claim). If the Seller is liable under this Agreement for such Taxes, the Seller will be entitled, at the Seller’s sole expense and with counsel of its own choosing, in accordance with Article IX, above, to control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax Claim. The Seller will keep return of Purchaser or (ii) the Buyer fully and timely informed manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the commencement, status defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and nature with their respective Affiliates in the negotiations and settlement of any Tax Claim. The Buyer and its Affiliates, including the Company, will cooperate fully with the Seller proceeding described in handling any such Tax Claim. The Buyer will provide, or cause to be provided to the Seller or its designee, all necessary authorizations, including powers of attorney, to control any Tax Claim which the Seller is entitled to control in connection with this Section 10.311.03.

Tax Proceedings. In the event that the Buyer Purchaser or any of its Affiliates, including the Company, Purchaser’s Affiliates receives notice of any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other Proceeding proceeding relating to the liability for Taxes of or with respect to the liability of the Company or the Seller for Taxes Assets for any period prior to the Effective Date other than obligations and liabilities for which the Seller is liable under this Agreement (a “Tax Claim”Property Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.3(b) and 11.3(e), the Buyer will, within twenty (20) calendar days, Purchaser shall notify the Seller in writing thereof within seven (provided, however, that any 7) days of receiving notice thereof. The failure by Buyer Purchaser to provide timely written notice so notify Seller shall not prejudice Buyer’s entitlement relieve Seller of any liability that it may have to indemnification so long as Buyer can demonstrate Purchaser under this Agreement, except to the extent that (i) such failure actually and materially prejudices Seller. As to any such Taxes for which Seller was aware of such Tax Claim within such notice period is or (ii) the failure to provide timely notice has not prejudiced may be liable, Seller shall at Seller’s ability to contest any such Tax Claim). If the Seller is liable under this Agreement for such Taxes, the Seller will be entitled, at the Seller’s sole expense and with counsel of its own choosing, in accordance with Article IX, above, to control or settle the contest of such examination, claim, adjustment or other proceeding; provided that, so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the defense of any examination, claim, adjustment or proceeding which would affect (i) any Tax Claim. The Seller will keep return of Purchaser or (ii) the Buyer fully and timely informed manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the commencement, status defense of which it has controlled without the Seller’s prior written consent. The Parties shall cooperate with each other and nature with their respective Affiliates in the negotiations and settlement of any Tax Claim. The Buyer and its Affiliates, including the Company, will cooperate fully with the Seller proceeding described in handling any such Tax Claim. The Buyer will provide, or cause to be provided to the Seller or its designee, all necessary authorizations, including powers of attorney, to control any Tax Claim which the Seller is entitled to control in connection with this Section 10.311.3.