Notification of Contests Sample Clauses

Notification of Contests. Seller and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations or proceedings (whether judicial or administrative) which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 9.4(a) or Section 9.4(b) by such other party (a “Tax Audit”); provided, that failure to give such notice (or the provision of notice that is not in sufficient detail to notify the other party of the nature of the Tax Audit) shall not void any indemnification obligation hereunder except to the extent such failure to give proper notice materially adversely affects the other party’s right to participate in and contest the Tax Audit.

Notification of Contests. Each of Buyer, on the one hand, and Parents, on the other hand (the "RECIPIENT"), shall notify the chief tax officer (or other appropriate person) of Parents or Buyer, as the case may be, in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments or assessments (a "TAX AUDIT") which are likely to 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 Audit to the extent that such failure to give notice adversely affects the other party's right to participate in the Tax Audit.

Notification of Contests. Each of Purchaser, on the one hand, and Seller, on the other hand (the "Recipient"), shall notify the other party in writing within thirty (30) days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments or assessments relating to Taxes (a "Tax Audit") which may affect the liability for Taxes of such other party. If the Recipient fails to give such written notice to the other party, the Recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent such failure to give notice affects the other party's ability to participate in the Tax Audit or increases the other party's liability for Taxes;

Notification of Contests. Each of the Purchaser, on the one hand, and the Sellers, on the other hand (the "Recipient"), shall notify the other party in writing within 30 days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments or assessments (a "Tax Audit") that may affect the liability for Taxes of such other party.

Notification of Contests. DuPont and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations or proceedings (whether judicial or administrative) which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 6.1 by such other party (a “Tax Audit”). If the Recipient fails to give such notice to the other party, or if such notice is not in sufficient detail to notify the other party of the nature of the Tax Audit, the Recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent the other party is actually prejudiced by such failure to give notice.

Notification of Contests. DuPont and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand (the "RECIPIENT"), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened audits, adjustments, assessments, examinations or proceedings (whether judicial or administrative) (a "TAX Audit") which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 6.1 by such other party. For purposes of the preceding sentence, Buyer shall notify DuPont of any notice received by Buyer relating to a Tax Audit of a Controlled Foreign Subsidiary or DPL for any Pre-Closing Tax Period. If the Recipient fails to give such notice to the other party, or if such notice is not in sufficient detail to notify the other party of the nature of the Tax Audit, the Recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent such failure to give notice materially adversely affects the other party's right to participate in and contest the Tax Audit.

Notification of Contests. Buyer shall notify Sellers in writing within fifteen (15) days of receipt by Buyer or the Company of written notice of any pending or threatened U.S. federal, state, local or non-U.S. audits, examinations, investigations or other administrative proceedings (such audits, examinations, investigations and other administrative proceedings referred to collectively as “Tax Audits”) or assessments, which may affect the liability for Taxes of Sellers. Sellers shall notify Buyer in writing within fifteen (15) days of receipt by any Seller of written notice of any pending or threatened Tax Audits or assessments, which may affect the liability for Taxes (including, without limitation, under this Agreement) of Buyer or the Company. If Sellers, on the one hand, or Buyer, on the other hand, 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 Audit or assessment if such failure to give notice materially adversely affects the other Party's right to participate in the Audit or assessment.

Notification of Contests. Delta and its Affiliates, on the one hand, and Newco and its Affiliates, on the other hand (the “Recipient”), shall notify the other party in writing within ten (10) Business Days of receipt by the Recipient of written notice of any pending or threatened Tax Audit which may affect the liability for Taxes of such other party or may give rise to an indemnification payment under Section 8.1 by such other party. If the Recipient fails to give such notice to the other party, or if such notice is not in sufficient detail to notify the other party of the nature of the Tax Audit, the Recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent the other party is actually prejudiced by such failure to give notice.

Notification of Contests. Buyer shall notify the Shareholders' Representative in writing within fifteen (15) days of receipt by Parent, Buyer, PIC or any of their Subsidiaries of written notice of any pending or threatened audits, assessments, inquiries or claims, which may affect the liability for Taxes (including, without limitation, under this Section 12) of the Principal Shareholder. The Shareholders' Representative shall notify Buyer in writing within fifteen (15) days of receipt by any Shareholder of written notice of any pending or threatened audits, assessments, inquiries or claims, which may affect the liability for Taxes (including, without limitation, under this Section 12) of Parent or Buyer. If the Shareholders' Representative or Buyer fails to give such prompt notice to the other party, it shall not be entitled to indemnification for any related Taxes only if (and only to the extent that) such failure to give notice materially prejudices the other party's ability to contest liability for such Taxes.