Common use of Contest Provisions Clause in Contracts

Contest Provisions. (i) Each party shall promptly notify the other party in writing upon receipt of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder unless such failure materially prejudices the rights of Seller. (ii) Seller shall have the right to represent the Company and its Subsidiary with respect to any Tax Claim; provided, that (A) Seller shall keep Buyer reasonably informed and consult in good faith with Buyer and its tax advisors with respect to any issue relating to such Tax Claims; (B) Seller shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with a copy of any written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Each party shall promptly notify If, subsequent to the other party in writing upon receipt of Closing, Purchaser or any Acquired Company receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments Contest with respect to Taxes any Tax Return for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) a Pre-Closing Tax Period (a “Tax ClaimPre-Closing Return”)) with respect to which Purchaser has a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller of such notice; provided, however, that any failure on the part of Purchaser to comply with this provision so notify Seller shall not affect Buyer's right limit any of the obligations of Seller under Article 10 (except to indemnification hereunder unless the extent such failure materially prejudices the rights defense of such Tax Contest or materially increases the Seller. (ii) Seller ’s liability). Purchaser shall have the right to represent control the Company conduct and its Subsidiary with respect to any resolution of such Tax Claim; providedContest, provided that (A) Seller Purchaser shall keep Buyer Seller reasonably informed and consult of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with Buyer the conduct and its tax advisors with respect to any issue relating to resolution of such Tax Claims; (B) Seller Contest and Purchaser shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to not resolve such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with Contest in a copy of any manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyerconsent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, conditioned other administrative proceeding or delayedinquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. (i) Each party shall promptly notify If, subsequent to the other party in writing upon receipt of Closing, Purchaser or any Acquired Company receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments Contest with respect to Taxes any Tax Return for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) a Pre-Closing Tax Period (a “Tax ClaimPre-Closing Return”)) with respect to which Indemnitees claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Sellers of such notice; provided, however, that any failure on the part of Purchaser to comply with this provision so notify Sellers shall not affect Buyer's right limit any of the obligations of Sellers under Article 10 (except to indemnification hereunder unless the extent such failure materially prejudices the rights defense of Seller. (ii) Seller such Tax Contest or materially increases a Sellers’ liability). Purchaser shall have the right to represent control the Company conduct and its Subsidiary with respect to any resolution of such Tax Claim; providedContest, provided that (A) Seller Purchaser shall keep Buyer Sellers reasonably informed and consult of all material developments on a timely basis, shall consider in good faith any comments provided by the Sellers in connection with Buyer the conduct and its tax advisors with respect to any issue relating to resolution of such Tax Claims; (B) Seller Contest and Purchaser shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to not resolve such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with Contest in a copy of any manner that could reasonably be expected to have an adverse impact on Sellers’ indemnification obligations under this Agreement without Sellers’ written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyerconsent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, conditioned other administrative proceeding or delayedinquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. (i) Each party shall promptly notify If, subsequent to the other party in writing upon receipt of Closing, Purchaser or any Acquired Company receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments Contest with respect to Taxes any Tax Return for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) a Pre-Closing Tax Period (a “Tax ClaimPre-Closing Return”)) with respect to which Indemnitees claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller of such notice; provided, however, that any failure on the part of Purchaser to comply with this provision so notify Seller shall not affect Buyer's right limit any of the obligations of Seller under Article 10 (except to indemnification hereunder unless the extent such failure materially prejudices the rights defense of such Tax Contest or materially increases the Seller. (ii) Seller ’s liability). Purchaser shall have the right to represent control the Company conduct and its Subsidiary with respect to any resolution of such Tax Claim; providedContest, provided that (A) Seller Purchaser shall keep Buyer Seller reasonably informed and consult of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller in connection with Buyer the conduct and its tax advisors with respect to any issue relating to resolution of such Tax Claims; (B) Seller Contest and Purchaser shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to not resolve such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with Contest in a copy of any manner that could reasonably be expected to have an adverse impact on Seller’s indemnification obligations under this Agreement without Seller’s written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyerconsent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, conditioned other administrative proceeding or delayedinquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. (i) Each party shall promptly notify If, subsequent to the other party in writing upon receipt of Closing, Purchaser or the Companies receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments Contest with respect to Taxes any Tax Return for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) a Pre-Closing Tax Period (a “Tax ClaimPre-Closing Return”)) with respect to which Indemnified Parties claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchaser shall notify Seller and the Companies of such notice; provided, however, that any failure on the part of Purchaser to comply with this provision so notify Seller and the Companies shall not affect Buyer's right limit any of the obligations of Seller under Article 7 (except to indemnification hereunder unless the extent such failure materially prejudices the rights defense of such Tax Contest or materially increases the Seller. (ii) Seller ’s liability). Purchaser shall have the right to represent control the Company conduct and its Subsidiary with respect to any resolution of such Tax Claim; providedContest, provided that (A) Seller Purchaser shall keep Buyer Seller and the Companies reasonably informed and consult of all material developments on a timely basis, shall consider in good faith any comments provided by the Seller and the Companies in connection with Buyer the conduct and its tax advisors with respect to any issue relating to resolution of such Tax Claims; (B) Seller Contest and Purchaser shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to not resolve such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of Contest in a manner that could reasonably be expected to have an adverse impact on the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with a copy of any Companies’s indemnification obligations under this Agreement without Seller’s or the Companies’s written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyerconsent, which consent shall not be unreasonably withheld. “Tax Contest” means any audit, conditioned other administrative proceeding or delayedinquiry by a Government Authority, or judicial proceeding, in each case relating to the relevant Tax Return.

Contest Provisions. (i) Each party Buyer shall promptly promptly, but in no event more than [*] days following Buyer’s receipt of notice, notify the other party Seller in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federaltax audits, stateassessments, local disputes or foreign proceedings (“Tax audits or assessments with respect to Taxes Proceedings”) that may affect the Tax liabilities of the Company for which Seller may would be required to indemnify Buyer pursuant to Section 8.1(a) (a “Tax Claim”)liable hereunder; provided, however, that failure to comply with this provision shall not affect Buyer's right ’s rights hereunder, except to indemnification hereunder unless the extent that Seller is prejudiced by such failure materially prejudices the rights of Sellerfailure. (ii) Buyer shall take all reasonable steps necessary to conduct any Tax Proceedings relating to any claim relating to Taxes for which Seller may be liable hereunder diligently and in good faith, using commercially reasonable efforts to minimize Seller’s liability hereunder. Seller shall have be entitled to participate in and control at its own expense the right conduct or resolution of any Tax Proceedings relating to represent any claim relating to Taxes for which Seller may be liable hereunder. Neither Buyer nor the Company and its Subsidiary with respect may agree to settle, compromise or offer to settle or compromise any Tax Claim; provided, that (A) claim for which Seller shall keep Buyer reasonably informed and consult in good faith with Buyer and its tax advisors with respect to any issue relating to such Tax Claims; (B) Seller shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with a copy of any written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) liable hereunder without the prior written consent of Buyer, Seller (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Contest Provisions. (i) Each party shall promptly notify If, subsequent to the other party in writing upon receipt of Closing, Purchaser or any Acquired Company receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments Contest with respect to Taxes any Tax Return for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) a Pre-Closing Tax Period (a “Tax ClaimPre-Closing Return”)) with respect to which Indemnitees claim a right to indemnification under this Agreement, then within 10 days after receipt of such notice, Purchasers shall notify the Sellers of such notice; provided, however, that any failure on the part of Purchaser to comply with this provision so notify the Sellers shall not affect Buyer's right limit any of the obligations of the Sellers under Article 10 (except to indemnification hereunder unless the extent such failure materially prejudices the rights defense of Seller. (ii) Seller such Tax Contest or materially increases the Sellers’ liability). Purchaser shall have the right to represent control the Company conduct and its Subsidiary with respect to any resolution of such Tax Claim; providedContest, provided that (A) Seller Purchaser shall keep Buyer the Sellers reasonably informed and consult of all material developments on a timely basis, shall consider in good faith any comments provided by the Sellers in connection with Buyer the conduct and its tax advisors with respect to any issue relating to resolution of such Tax Claims; (B) Seller Contest and Purchaser shall provide Buyer with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to not resolve such Tax Claim and shall otherwise keep Buyer and its tax advisors advised of significant developments and significant communications involving representatives of the Governmental Authority with respect thereto; (C) Seller shall provide Buyer with Contest in a copy of any manner that could reasonably be expected to have an adverse impact on Sellers’ indemnification obligations under this Agreement without Sellers’ written submission to a Governmental Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (D) there shall be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) without the consent of Buyerconsent, which consent shall not be unreasonably withheld, conditioned or delayed.. “

Contest Provisions. (ia) Each party If a claim shall be made by any Taxing Authority or Governmental Authority, that, if successful, might result in a payment on behalf of Seller Parent to Purchaser under Section 10.2 in respect of Taxes Purchaser shall promptly notify the other party Seller Parent with such potential liability in writing upon receipt (a “Tax Notice”) of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes for which Seller may be required to indemnify Buyer pursuant to Section 8.1(a) such claim (a “Tax Claim”); provided, provided that Purchaser’s failure to comply with this provision deliver such Tax Notice to Seller Parent shall not affect Buyer's right limit Purchaser’s rights under Section 10.2 except to indemnification hereunder unless the extent Seller Parent is actually and materially prejudiced by such failure materially prejudices the rights of Sellerfailure. (iib) Seller Parent shall have the right right, at the expense of Seller Parent, to represent the Company and its Subsidiary control all proceedings in connection with respect to any Tax Claim; providedprovided that, that (Ai) Seller shall keep Buyer reasonably informed and consult in good faith with Buyer and its tax advisors with respect to any issue relating to such Tax Claims; (B) Seller Parent shall provide Buyer Purchaser with copies of all correspondence, notices and other written materials received from any Governmental Authority relating to such Tax Claim Taxing Authorities and shall otherwise keep Buyer Purchaser and its tax advisors advised of significant developments in the audit or dispute and significant of communications involving representatives of the Governmental Authority Taxing Authorities, (ii) Seller Parent shall keep Purchaser reasonably informed and consult seriously and in good faith with Purchaser and its tax advisors with respect thereto; to any issue relating to such audit or dispute, (Ciii) Seller Parent shall provide Buyer Purchaser with a copy of any written submission to be sent to a Governmental Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer Purchaser or its tax advisors may have with respect thereto; , and (Div) there shall will be no settlement of any such Tax Claim (and neither Seller nor any of its Affiliates shall consent to any such settlement) , resolution, or closing or other agreement with respect thereto without the consent of BuyerPurchaser, which shall consent will not be unreasonably withheld, conditioned or delayed.