Common use of Change Notices Clause in Contracts

Change Notices. If SpinCo or any of its Subsidiaries receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Tax Authority with respect to the Tax treatment of the Transactions or the Section 338(h)(10) Elections or Section 336(e) Elections (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Excess Realized Tax Benefit with respect to a Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments that SpinCo will be required to pay to LBRD with respect to Taxable Years after and including the taxable year in which the Change Notice is received, and which, if determined adversely to the recipient of the Change Notice or after the lapse of time would be grounds for reimbursement by LBRD under Section 3.02, prompt written notice shall be given to LBRD; provided, however, that failure to give such notification shall not affect the reimbursement provided under this Agreement except to the extent the reimbursing party shall have been actually prejudiced as a result of such failure.