Procedures Relating to Indemnification of Tax Claims Clause Samples

Procedures Relating to Indemnification of Tax Claims. (a) If a notice of any Tax Claim is received by a Tax Indemnified Party, such Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim within a reasonably sufficient period of time to allow the Tax Indemnifying Party effectively to participate in the contest or to contest such Tax Claim, and in reasonable detail to apprise the Tax Indemnifying Party of the nature of the Tax Claim, and provide copies of all correspondence and documents received by it from the relevant Taxing Authority in connection with or related to such Tax Claim. Failure to give prompt notice of a Tax Claim hereunder shall not affect the Tax Indemnifying Party's obligation under Section 7.1, except to the extent that the Tax Indemnifying Party is materially prejudiced by such failure to give prompt notice. (b) With respect to any Tax Claim which might result in an indemnity payment to the Purchaser pursuant to Section 7.1(a), the Seller shall at its election control all audits and proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may in their sole discretion and at their sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest such Tax Claim. If the Seller elects to control a contest pursuant to this Section 7.2, the Seller shall keep the Purchaser advised and shall pursue such contest in good faith. (c) With respect to any Tax Claim not described in the preceding paragraph which might result in an indemnity payment to the Seller pursuant to Section 7.2, the Purchaser shall control all proceedings in accordance with provisions that are parallel to those in the first preceding paragraph.

Procedures Relating to Indemnification of Tax Claims. (i) In the event that Seller would be liable for the payment of any Taxes under Section 9.01, Seller, in its reasonable discretion, will have the right to control the portion of any audit involving any such Taxes and/or to contest any assertion that any such Taxes are payable in any proceedings available to any JV Entity, Seller or Purchaser (a “Tax Proceeding”); provided, however, Seller shall (A) keep Purchaser reasonably informed and consult in good faith with Purchaser with respect to such Tax Proceeding, (B) provide Purchaser copies of all correspondence, notices and other written material received from any Taxing Authority with respect to Purchaser and shall otherwise keep Purchaser apprised of substantive developments with respect to such Tax Proceeding, (C) provide Purchaser with a copy of, and an opportunity to review and comment on, all submissions made to a Taxing Authority in connection with such Tax Proceeding and (D) not settle such Tax Proceeding without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall have the right to participate (at its own cost and expense) in any proceeding, or portion thereof, which Seller controls pursuant to the preceding sentence. (ii) Seller and Purchaser shall fully cooperate in good faith in connection with any Tax Proceeding. So long as Seller is conducting the defense in accordance with this Section 9.06(d), any JV Entity and/or Purchaser may retain separate co-counsel at their sole cost and expense and may participate in, but not control, the defense against liability for the payment of any Taxes.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any Taxing authority for which Swan Sponsor is or may be liable pursuant to this Agreement, the Parties shall follow the procedures set forth in Section 11.3.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any Tax authority, which, if successful, would result in an indemnity payment to Buyer or one of its Affiliates pursuant to Section 11.01 (a "Tax Claim"), Buyer shall promptly notify Times Mirror in writing of such Tax Claim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Buyer. If notice of a Tax Claim is not given to Times Mirror within a sufficient period of time to allow Times Mirror to effectively contest such Tax Claim, or in reasonable detail to apprise Times Mirror of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, neither Times Mirror nor Seller shall be liable to Buyer or any of its Affiliates to the extent that Times Mirror's ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. With respect to any Tax Claim, Times Mirror shall, upon timely notice to Buyer, assume control all proceedings taken in connection with such Tax Claim (including, without limitation, selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing authority with respect thereto and may, in its sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Buyer shall cooperate with Times Mirror at Times Mirror's expense in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Times Mirror's request) the provision to Times Mirror of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. Section 6.3 Section 338(h)(10) Election . . . . . . . . . . . . . . . . 69 Section 6.4 Survival of Tax Provisions. . . . . . . . . . . . . . . . . 73 Section 6.5 Return Filings, Refunds and Credits . . . . . . . . . . . . 73 Section 6.6 Transfer Taxes. . . . . . . . . . . . . . . . . . . . . . . 80 Section 6.7

Procedures Relating to Indemnification of Tax Claims. Notwithstanding any other provision hereof, if a claim shall be made by any taxing authority which, if successful, might result in an indemnity payment to any Indemnified Party hereunder, the Indemnified Party shall promptly notify the Indemnifying Party(ies) in writing of such claim (a “Tax Claim”). At its (or their) election, the Indemnifying Party(ies) shall control the portion of any proceedings and actions in connection with such Tax Claim for which the Indemnifying Party(ies) may have to indemnify the Indemnified Party hereunder but shall first consult with the Indemnified Party in good faith before taking any action with respect to the conduct of such proceedings and shall not settle any Tax Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. 62 Section 12.4 Intended Tax Treatment 62 Section 12.5 Purchase Price Allocation 62 Section 12.6 Transfer Taxes 63 ARTICLE XIII MISCELLANEOUS 63 Section 13.1 Expenses 63 Section 13.2 Notices 63 Section 13.3 Assignment 64 Section 13.4 Severability 64 Section 13.5 Amendment 64 Section 13.6 Entire Agreement 64 Section 13.7 No Third-Party Beneficiaries 65 Section 13.8 No Waiver 65 Section 13.9 Counterparts 65 Section 13.10 Exhibits and Schedules 65 Section 13.11 Counsel 65 Section 13.12 Time of the Essence 65 Section 13.13 No Presumption against Drafting Party 66 Section 13.14 Specific Performance 66 Section 13.15 Governing Law 66 Section 13.16 Waiver of Jury Trial 66 SCHEDULES

Procedures Relating to Indemnification of Tax Claims. (a) If one party is responsible for the payment of Taxes pursuant to Section 11.01 (the "TAX INDEMNIFYING PARTY"), and the other party to this Agreement (the "TAX INDEMNIFIED PARTY") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a "TAX CLAIM") with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax 71 Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, or in reasonable detail to apprise such party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or, any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party position is materially prejudiced as a result thereof.

Procedures Relating to Indemnification of Tax Claims. If a communication shall be received by the Buyer from any taxing authority, the subject matter of which, if successfully asserted as a claim against the Buyer (a "Tax Claim"), might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 11(a), then the Buyer shall give prompt notice to the person designated by the Sellers to serve as their representative for such purpose (the "Sellers' Representative") in writing of such communication and of any counterclaim the Buyer proposes to assert in the event the subject matter of such communication is asserted as a Tax Claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure; and further, provided, however, that the receipt of any such communication by a Seller who at the time of such receipt is an employee of the Buyer or ▇▇▇▇▇ shall constitute provision of such notice to the Sellers' Representative for purposes of this Section 11(g). With respect to any Tax Claim relating to a taxable period ending on or prior to the Closing Date, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel and other representatives) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and ▇▇▇ for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, and the Buyer will otherwise use commercially reasonable efforts to cooperate with the Sellers' Representative acting on behalf of the Sellers to the extent reasonably necessary to enable the Sellers' Representative to represent the Sellers in the proceedings arising in connection with such Tax Claim; provided, however, that the Sellers must first consult in good faith with the Buyer before taking any significant action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buy...