Common use of Notification and Defense Clause in Contracts

Notification and Defense. (a) Buyer shall promptly notify Seller in writing upon receipt by Buyer or any Affiliate of Buyer of notice of any pending or threatened Action (including determinations as to the timing of payment of Taxes not yet required to be paid) relating to any Tax of the Assets, or to Tax Returns reflecting the Assets, for periods ending on or prior to the Closing Date. Seller shall have the sole right to represent the taxpayer’s interest in any such Action, and to employ counsel of their choice at their expense, upon reaffirming their obligation to jointly and severally indemnify the Buyer Indemnified Parties in respect thereof. Seller shall reasonably keep Buyer advised and shall reasonably consult with Buyer with respect to such controversy and prior to entering into any consensual resolution of such controversy that may affect Buyer. Buyer agrees that they will, and will cause their Affiliates to, cooperate fully with Seller and Seller’ counsel, at Seller’ sole cost and expense, in the defense against or compromise of any claim in any such Action. (b) Buyer shall have full responsibility and discretion in handling of any Tax controversy involving their business or the Assets for periods ending after the Closing Date. Buyer shall promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened Action relating to any Tax of or relating to the Assets, or to Tax Returns relating to the Assets, for periods after the Effective Date. Buyer shall have the sole right to represent the taxpayer’s interest in any such Action (including determinations as to the timing of payment of Taxes not yet required to be paid) and to employ counsel of its choice at its expense, upon reaffirming its obligation to indemnify the Seller Indemnified Parties in respect thereof. Buyer shall reasonably keep Seller advised and shall reasonably consult with Seller with respect to such controversy and prior to entering into any consensual resolution of such controversy that may affect the Seller. Seller agree that they will, and will cause their Affiliates to, cooperate fully with Buyer and its counsel, at Buyer’s sole cost and expense, in the defense against or compromise of any claim in any such Action. (c) Buyer and Seller shall not enter into any compromise or agree to settle any claim pursuant to any Action that would adversely affect the other party for such year or a subsequent year without the written consent of the other party.

Notification and Defense. (a) Buyer shall promptly notify Seller Sellers in writing upon receipt by Buyer or any Affiliate of Buyer of notice of any pending or threatened Action (including determinations as to the timing of payment of Taxes not yet required to be paid) relating to any Tax of the AssetsBusiness, or to Tax Returns reflecting operations of the AssetsBusiness, for periods ending on or prior to the Closing Date. Seller Sellers shall have the sole right to represent the taxpayer’s interest in any such Action, and to employ counsel of their choice at their expense, upon reaffirming their obligation to jointly and severally indemnify the Buyer Indemnified Parties in respect thereof. Seller Sellers shall reasonably keep Buyer advised and shall reasonably consult with Buyer with respect to such controversy and prior to entering into any consensual resolution of such controversy that may affect Buyer. Buyer agrees that they will, and will cause their Affiliates to, cooperate fully with Seller Sellers and Seller’ their counsel, at SellerSellers’ sole cost and expense, in the defense against or compromise of any claim in any such Action. (b) Buyer shall have full responsibility and discretion in handling of any Tax controversy involving their business or the Assets for periods ending after the Closing Date. Buyer Sellers shall promptly notify Seller Buyer in writing upon receipt by Buyer any Seller or any of its their Affiliates of notice of any pending or threatened Action relating to any Tax of or relating to Buyer’s business or the Assets, or to Tax Returns relating to Buyer’s business or the Assets, for periods after the Effective Date. Buyer shall have the sole right to represent the taxpayer’s interest in any such Action (including determinations as to the timing of payment of Taxes not yet required to be paid) and to employ counsel of its choice at its expense, upon reaffirming its obligation to indemnify the Seller Indemnified Parties in respect thereof. Buyer shall reasonably keep Seller Sellers advised and shall reasonably consult with Seller Sellers with respect to such controversy and prior to entering into any consensual resolution of such controversy that may affect the Sellerany Seller or D▇▇▇▇▇▇. Seller agree D▇▇▇▇▇▇ and Sellers each agrees that they it will, and will cause their its Affiliates to, cooperate fully with Buyer and its counsel, at Buyer’s sole cost and expense, in the defense against or compromise of any claim in any such Action. (c) Buyer and Seller Sellers shall not enter into any compromise or agree to settle any claim pursuant to any Action that would adversely affect the other party for such year or a subsequent year without the written consent of the other party.