Reporting of. Indemnifiable Loss. In the event that an Indemnified Party incurs an Indemnified Loss, such Indemnified Party shall claim as a deduction or offset on any relevant Tax Return (including, without limitation, any claim for Refund) such Indemnified Loss to the extent such position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns. The Indemnified Party shall have primary responsibility for the preparation of its Tax Returns and reporting thereon such Indemnifiable Loss Deduction; provided, that the Indemnified Party shall consult with, and provide the Indemnifying Party with a reasonable opportunity to review and comment on the portion of the Indemnified Party's Tax Return relating to the Indemnified Loss. If a dispute arises between the Indemnified Party and the Indemnifying Party as to whether there is "substantial authority" (with respect to United States federal, state and local Tax Returns) or similar appropriate authoritative support (with respect to any Tax Return other than United States federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss Deduction, such dispute shall be resolved in accordance with the principles and procedures set forth in Section 8 of this Agreement. Both FMC and Subsidiary shall (and shall cause its respective affiliates to) act in good faith to coordinate their Tax Return filing positions with respect to the taxable periods that include an Indemnifiable Loss Deduction. There shall be an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any Proceeding which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnified Party. The Indemnified Party shall promptly inform the Indemnifying Party of any such Proceeding and shall attempt in good faith to sustain the Indemnifiable Loss Deduction at issue in the Proceeding. If a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction is received within five (5) years of the date hereof, the Indemnified Party shall redetermine the Tax Saving Amount at- tributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof, tak...
Reporting of. [***]. For each Enhanced Product, Licensee shall, at least [***] in advance of [***], provide written notice to Licensor of its designation, made in good faith, as an [***], an Enhanced Product with Significant Commercial Potential, or an Enhanced Product that does not have Significant Commercial Potential. Should Licensor disagree with Licensee’s designation, Licensor shall notify Licensee in writing no more than [***] following Licensor’s receipt of Licensee’s written notice of the Enhanced Product’s designation. In the event of disagreement, in each circumstance, the Parties will discuss the Licensee’s assessment of such Enhanced Product and strive to reach an agreement on its designation no more than [***] following Licensor’s written notice to Licensee. Should the Parties not be able to reach an agreement on the designation, the Parties will promptly engage a qualified disinterested Third Party to perform an assessment regarding projected peak worldwide annual Net Sales of such Enhanced Product (the expense of such Third Party assessment to be borne equally by the Parties), such assessment to be binding upon, and unappealable, by the Parties. In the event that any particular Enhanced Product designated as one of the [***] Enhanced Products with Significant Commercial Potential [***], is abandoned or for any reason is no longer the subject of Commercially Reasonable Efforts, the next Enhanced Product with Significant Commercial Potential shall replace such particular Enhanced Product; provided that, in no instance, shall any particular milestone payment under Section 4.4(b) be paid more than [***] times.
Reporting of. 6.1 Within [****]
Reporting of proceedings The insured is obliged to notify the insurer immediately upon becoming aware of the intention to hold him liable for an insured event or of any legal investigation or any other investigation which is about to be instigated or proceedings in connection with any insured event in respect of a claim that may be made in accordance with this policy.