Common use of Contest Provisions Clause in Contracts

Contest Provisions. (i) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") which could affect the liability for Taxes of such other party. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim. (ii) The Seller shall have the sole right to represent the Company and each of its Subsidiary's interests in any Tax Claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be entitled to participate at its expense in any part of a Tax Claim relating to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyer, any of its affiliates, the Company or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Seller may have a liability under this Agreement without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Seller.

Contest Provisions. (ia) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), party shall promptly notify the chief tax officer of the other party in writing within 15 days of upon receipt by the Recipient it or any of written its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could might affect the liability Tax liabilities for Taxes of such other party. If the Recipient fails to give such prompt notice to which the other party it shall not may be entitled liable pursuant to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax ClaimSection 8.01. (iib) The Seller shall have the sole right right, and on its own expense, to represent the Company and each of its Subsidiary's Acushnet Company’s interests in any Tax Claim audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Seller may be liable pursuant to Section 8.01, and to employ counsel of its choice at its expense, which counsel shall be treated as such Acushnet Company’s counsel for the purposes of separate state or local Tax Returns pertaining to such Acushnet Company. The Seller shall afford the Buyer or any Affiliate of Buyer the opportunity to participate (at Buyer’s sole cost and expense), as may be reasonably requested by the Buyer or any Affiliate of Buyer, in any such audit or proceeding. In the case of a Straddle Period, the Seller and Buyer shall be entitled to participate jointly control, at its expense their own expense, any Tax audit or administrative or court proceeding relating (in any part of a Tax Claim relating whole or in part) to Taxes attributable to the portion of such Straddle Period deemed Period. No party to end on or before the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyer, any of its affiliates, the Company this Agreement or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Seller may have a liability under this Agreement Affiliates may, without the prior written consent of the Sellerother party, settle or otherwise compromise any Tax claim (i) for any Taxes for which consent such other party may be withheld in the sole discretion of the Sellerliable pursuant to Section 8.01, unless the Buyer fully indemnifies the Seller in writing with respect to such liability or (ii) in a manner satisfactory that reasonably would be expected to the Sellerhave an adverse effect on Tax liabilities or benefits of such other party.

Contest Provisions. (i) Each Purchaser shall promptly notify the Seller Representative in writing upon receipt by Purchaser, any of its Affiliates or, after the Closing Date, any member of the BuyerCompany Group or Blocker, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or, to the knowledge of the Company, threatened federal, state, local or threatened foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination assessments or other administrative proceeding relating to any Pre-Closing Tax Return or court proceedingStraddle Period Tax Return or relating to a Tax for which the Sellers may be liable pursuant to this Agreement (each, suit, dispute or other claim (a "Tax Claim") which could affect the liability for Taxes of such other party. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim“Pre-Closing Audit”). (ii) The Seller shall Representative shall, at its expense, have the sole right (but not the obligation) to represent the Company and each of its Subsidiary's Group or the Blocker’s interests in any Pre-Closing Audit that relates solely to Pre-Closing Tax Claim relating Returns or to taxable periods ending on or before a Tax for which the Closing Date Sellers may be liable pursuant to this Agreement, and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller Representative’s choice; provided, however, that Purchaser and its authorized representatives shall have the right, at Purchaser’s expense, to be present at, participate in, consult with the Seller Representative, and receive copies of all correspondence with respect to any such Pre-Closing Audit. (iii) Neither Purchaser nor the Seller Representative shall be entitled to participate at its expense in any part settle, either administratively or after the commencement of a Tax Claim relating to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyerlitigation, any of its affiliates, the Company or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Seller may have a liability under this Agreement Pre-Closing Audit without the prior written consent of the Sellerother party (which shall not be unreasonably withheld, which consent may be withheld in conditioned or delayed). (iv) The Company shall make (and the sole discretion Sellers and the Seller Representative shall cooperate to make) any available election pursuant to Section 6226 of the Seller, unless the Buyer fully indemnifies the Seller in writing Code with respect to such liability in a manner satisfactory any audit, examination or other examination with respect to the SellerIncome Taxes for all Pre-Closing Tax Periods.

Contest Provisions. (i) Each of the Buyer shall promptly notify Seller in writing upon receipt by Buyer, on any of its Affiliates, the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer Company or any of the other party in writing within 15 days its Subsidiaries of receipt by the Recipient of written notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could might affect the liability Tax liabilities for Taxes of such other partywhich Seller may be liable pursuant to Section 8.1. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim. (ii) The Seller shall have the sole right to represent the Company Company's and each of its Subsidiary's interests in any Tax Claim administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Seller may be liable pursuant to Section 8.1, and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be entitled to participate at its expense in any part of a Tax Claim administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period deemed to end ending on or before and including the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer and at the Seller's sole expense, may assume the entire control of such entire Tax Claimproceeding. None of the Buyer, any of its affiliatesAffiliates, the Company or any of its Subsidiaries Subsidiary may settle or otherwise dispose of any Tax Claim claim for any Taxes for which the Seller may have a liability under this Agreement be liable pursuant to Section 8.1, without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Seller.

Contest Provisions. (i) Each of the Buyer shall promptly notify ------------------ Sellers in writing upon receipt by Buyer, on the one handany of its Affiliates, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer or Newco Brazil of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could might affect the liability Tax liabilities for Taxes of such other partywhich Sellers may be liable pursuant to this Section 8.2. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim.----------- (ii) The Seller Sellers shall have the sole right to represent the Company and each of its SubsidiaryNewco Brazil's interests in any Tax Claim audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 8.2, and to employ ----------- counsel of its their choice at its their expense. In the case of a Straddle Period, the Seller Buyer shall be entitled to participate at its expense in any part such audit or proceeding. In the case of a Straddle Period, Sellers shall be entitled to participate at their expense in any Tax Claim audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period deemed to end ending on or before and including the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer and at the Seller's Sellers' sole expense, may assume the entire control of such entire Tax Claimaudit or proceeding. None of the Buyer, any of its affiliatesAffiliates, the Company or any of its Subsidiaries Newco Brazil may settle or otherwise dispose of any Tax Claim claim for any Taxes for which the Seller Sellers may have a liability under be liable pursuant to paragraph (a) of this Agreement Section 8.2, without the ----------- prior written consent of the SellerSellers, which consent may not be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Sellerunreasonably withheld.

Contest Provisions. (i) Each of the Buyer, on the one hand, Buyer and the Seller, on Seller shall promptly notify the other hand (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of upon receipt (including receipt by the Recipient Affiliates of Buyer or Seller) of any written notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other assessments or administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") proceeding which could might reasonably be expected to affect the liability for Taxes Tax liabilities of the Company with respect to any Pre-Closing Tax Period or any Straddle Period. With respect to such other party. If the Recipient fails proceeding that pertains to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such a Pre-Closing Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim. (ii) The Period, Seller shall have the sole right to represent the Company and each of its Subsidiary's interests in control any such Tax Claim relating to taxable periods ending on audit, examination, assessment or before the Closing Date proceeding, and to employ counsel of its choice at its expense; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit, examination, assessment or proceeding. In the case of With respect to such proceeding that pertain to a Straddle Period, Buyer shall have the sole right to control any such Tax audit, examination, assessment or proceeding, and to employ counsel of its choice at its expense; provided, however, that Seller and its representatives shall be permitted, at Seller’s expense, to be present at, and participate in, any such audit, examination, assessment or proceeding. None of Seller or any of its Affiliates (with respect to a proceeding involving a Pre-Closing Tax Period), and neither Buyer nor any of its Affiliates (with respect to a proceeding involving a Straddle Period) shall be entitled to participate at its expense in any part settle, either administratively or after the commencement of a Tax Claim relating to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyerlitigation, any of its affiliates, claim for Taxes which could reasonably be expected to adversely affect the Company or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim liability for Taxes for which the Seller other party may have a liability be liable under this Agreement without the prior written consent of the Sellerother party (which shall not be unreasonably delayed, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Sellerconditioned or withheld).

Contest Provisions. (i) Each The Stockholder Representative can elect to represent the interests of the Buyer, on the one hand, and the Seller, on the other hand Company (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of a good faith manner) in any pending Tax audit or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceedingproceeding relating to any Tax for any taxable period ending on or before the Closing Date (including a Straddle Period) for which a Tax Claim against the Escrow Amount could be made under Section 10.01(a), suitand to employ counsel of its choice, dispute or other claim (a "Tax Claim") which could affect at its expense, to defend the liability for Taxes position against the Governmental Authority provided that the Stockholder Representative shall summarize the course of any such other partyaction and the Acquiror can participate in any such action at its expense. If Notwithstanding the Recipient fails to give such prompt notice to foregoing, the other party it Stockholder Representative shall not be entitled to indemnification for settle, either administratively or after the commencement of litigation, any Taxes arising in connection with such Tax Claim regarding Taxes of the Company or a Subsidiary that would be paid from the Escrow Amount without the prior written consent of the Acquiror, which consent shall not be unreasonably withheld, subject to a resolution of whether withholding consent is reasonable or unreasonable made pursuant to Section 9.07, if and challenged by the Stockholder Representative. With respect to the extent that such failure any Tax matter relating to give notice materially and adversely affects the other party's right to participate in the a Pre-Closing Tax Claim. (ii) The Seller Period for which a Tax Claim will not be made, Acquiror shall have the sole right to represent the interests of the Company and each of its any Subsidiary's interests in any Tax Claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be entitled to participate at its expense in any part of a Tax Claim relating to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyer, any of its affiliates, the Company or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Seller may have a liability under this Agreement without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Seller.

Contest Provisions. (ia) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), party shall promptly notify the chief tax officer of the other party in writing within 15 days upon receipt of receipt by the Recipient of written notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could are reasonably expected to affect the liability Tax liabilities for Taxes of which such other party. If the Recipient fails party may be liable pursuant to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax ClaimSection 7.01(a) or Section 7.01(b). (iib) The Seller Parent shall have the sole right to represent the Company Company’s and each of its Transferred Subsidiary's ’s interests in any Tax Claim audit or administrative or court proceeding relating to taxable periods ending on Pre-Closing Taxable Periods or before otherwise relating to Taxes for which Parent, the Closing Date Seller or any Affiliate thereof may be liable pursuant to Section 7.01(a), and to employ counsel of its choice at its expense. Acquiror shall have the right to represent the Company’s and each Transferred Subsidiary’s interests in any other Tax audit or administrative or court proceeding. In the case of a Straddle Period, the Seller Parent shall be entitled to participate at its expense in any part of a Tax Claim audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period deemed to end ending on or before and including the Closing Date and, with the written consent of the BuyerAcquiror, which consent may be withheld in the sole discretion of the Buyer and at the Seller's Parent’s sole expense, may assume the entire control of such entire Tax Claimaudit or proceeding. None of the Buyer, any of its affiliates, the Company or any of its Subsidiaries may settle or otherwise dispose of The party controlling any Tax Claim audit or administrative or court proceeding shall not settle any Tax claim for any Taxes for which the Seller other party may have a liability under this Agreement be liable pursuant to Sections 7.01(a) or 7.01(b), without the prior written consent of the Sellerother party, which consent may shall not be unreasonably withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Selleror delayed.

Contest Provisions. (i) Each Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its Affiliates, or any of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer Seller Subsidiaries of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could might affect the liability Tax liabilities for Taxes of such other partywhich Seller may be liable pursuant to Section 9.1. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim. (ii) The Seller shall have the sole right to represent the Company and each of its Seller Subsidiary's ’s interests in any Tax Claim administrative or court proceeding relating to taxable periods ending on or before prior to the Closing Date or otherwise relating to Taxes for which Seller may be liable pursuant to Section 9.1, and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be entitled to participate at its expense in any part of a Tax Claim administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period deemed to end ending on or before and including the Closing Date and, with the written consent of the BuyerPurchaser, which consent may be withheld in the sole discretion of the Buyer and at the Seller's ’s sole expense, may assume the entire control of such entire Tax Claimproceeding. None of the BuyerPurchaser, any of its affiliatesAffiliates, or either of the Company or any of its Seller Subsidiaries may settle or otherwise dispose of any Tax Claim claim for any Taxes for which the Seller may have a liability under this Agreement be liable pursuant to Section 9.1, without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Seller.

Contest Provisions. (i) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), Buyer shall promptly notify the chief tax officer of the other party Sellers in writing within 15 days of upon receipt by the Recipient Buyer or any of written its Affiliates (including any Acquired Company) of notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could might affect the liability Tax liabilities for Taxes of such other party. If the Recipient fails which Chart US may be liable pursuant to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claimthis Section 8.1. (ii) The Seller Sellers shall have the sole right to represent the Company and each of its Subsidiary's Acquired Company’s interests in any Tax Claim audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Chart US may be liable pursuant to this Section 8.1, and to employ counsel of its choice at its expense. Buyer or any of its Affiliates shall have the opportunity to participate in each audit or proceeding at its own expense. In the case of a Straddle Period, the each Seller shall be entitled to participate at its expense in any part of a Tax Claim audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period deemed to end ending on or before and including the Closing Date and, with the written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer and at the such Seller's ’s sole expense, may assume the entire control of such entire Tax Claimaudit or proceeding. None of the Buyer, Neither Buyer nor any of its affiliates, the Company or Affiliates (including any of its Subsidiaries Acquired Company) may settle or otherwise dispose of any Tax Claim claim for any Taxes for which the Seller Chart US may have a liability under this Agreement be liable pursuant to Section 8.1(a) without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the SellerSellers.

Contest Provisions. (i) Each of the Buyer shall promptly notify Sellers in writing upon receipt by Buyer, on any of its Affiliates, or the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Recipient Acquired Companies of written notice of any pending or threatened federal, state, local or foreign Tax audits, notice of deficiency, proposed adjustment, assessment, examination examinations or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") assessments which could might affect the liability Tax liabilities for Taxes of such other party. If the Recipient fails which Sellers may be liable pursuant to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claimthis Section 11.1. (ii) The Seller Sellers shall have the sole right to represent the Company and each interests of its Subsidiary's interests the Acquired Companies in any Tax Claim audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 11.1, and to employ counsel of its their choice at its their expense. In the case of a Straddle Period, the Seller Sellers shall be entitled to participate at its their expense in any part of a Tax Claim audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period deemed to end ending on or before and including the Closing Date and, with the written consent of Buyer, and at Sellers' sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or the Acquired Companies may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 11.1(a), without the prior written consent of Sellers, which consent may be withheld in the sole discretion of the Buyer at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyer, any of its affiliates, the Company or any of its Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Seller may have a liability under this Agreement without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the SellerSellers.