Control of Audits. After the Closing Date, except as set forth in the next sentence, the Surviving Corporation shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of its Subsidiaries (each, a “Contest”) but shall not be entitled to settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Stockholders for any taxable year (or portion thereof) after the Closing Date without the written consent of Stockholder Representative, which shall not be unreasonably withheld, conditioned or delayed. In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, the Stockholder Representative shall control the conduct of such Contest, using counsel reasonably satisfactory to the Company, but the Company shall have the right to participate in such Contest at its own expense, and the Stockholder Representative shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company or its Subsidiaries for any taxable year (or portion thereof) after the Closing Date without the written consent of Company, which shall not be unreasonably withheld, conditioned or delayed; provided that, if the Stockholder Representative fails to assume control of the conduct of any such Contest within 15 days following the receipt by the Stockholder Representative of written notice of such Contest, the Company shall have the right to assume control of such Contest but shall not be entitled to settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Stockholders for any taxable year (or portion thereof) prior to the Closing Date without the written consent of Stockholder Representative, which shall not be unreasonably withheld, conditioned or delayed.
Control of Audits. After the Closing Date, except as set forth in the next sentence, Purchaser shall control the conduct, through counsel of its own choosing, of any Contest involving any asserted Tax liability or refund with respect to the Company or the UK Subsidiary. In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, Representative shall have the option to elect to control the conduct of such Contest, using counsel reasonably satisfactory to the Purchaser, but the Purchaser shall have the right to participate in such Contest at its own expense, and Representative shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Purchaser for any taxable period (or portion thereof) after the Closing Date without the written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed; provided, that if Representative elects not to or fails to assume control of the conduct of any such Contest within 15 days following the receipt by Representative of notice of such Contest, Purchaser shall have the right to assume control of such Contest and shall be entitled to settle, compromise and/or concede any portion of such Contest. In the event of any conflict between the provisions of this Section 4.6(d) and the provisions of Section 7.7 (Third-Party Claims), the provisions of this Section 4.6(d) shall control. In the event of any Contest that could affect the liability of the Securityholders for Taxes under this Agreement and the Representative has not been given the option to elect to control (or has declined to elect to control) such Contest pursuant to this Section 4.6(d), then Purchaser shall use commercially reasonable efforts to diligently defend against such Claim.
Control of Audits. After the Closing Date, except as set forth in the remainder of this Section 6.6, the Surviving Corporation shall control the conduct, through counsel of its own choosing, of any Contest involving any asserted Tax liability or refund with respect to the Company, the Surviving Corporation, or any of its Subsidiaries. In the case of a Contest after the Closing Date that relates solely to a Pre-Closing Taxable Period, the Stockholder Representative shall have the right to participate in any such Contest at the expense of the Stockholders, and the Surviving Corporation shall not settle, compromise, and/or concede any portion of any such 64
Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of its Subsidiaries (each, a “Contest”). In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, the Seller shall control the conduct of such Contest, but the Company shall have the right to participate in such Contest at its own expense, and Seller shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company or its Subsidiaries for any taxable year (or portion thereof) after the Closing Date without the written consent of Company, which shall not be unreasonably withheld; provided that, if the Seller fails to assume control of the conduct of any such Contest within 30 days following the receipt by the Seller of notice of such Contest, the Company shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede any portion of such Contest.
Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company and its Subsidiary (each, a “Contest”). In the case of a Contest after the Closing Date that relates to a taxable period that ends on or before the Closing Date, the Sellers shall control the conduct of such Contest, using counsel reasonably satisfactory to the Company, but the Company shall have the right to participate in such Contest at its own expense, and the Sellers shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company or the Canadian Subsidiary for any taxable period (or portion thereof) beginning after the Closing Date without the written consent of Company, which shall not be unreasonably withheld, delayed or conditioned. In the event of any conflict between the provisions of this Section 5.7(d) and the provisions of Article VII, the provisions of this Section 5.7(d) shall control.
Control of Audits. Notwithstanding Section 6.07, the Shareholders' Representative shall, at the expense of the TBG Shareholders, control and conduct any audit of, and settle any matter relating to, liability for Taxes, refunds or adjustments related to the Taxes of TBG and any Subsidiary for all taxable periods ending on or before the Closing Date; provided, however, that, without Enterprises' consent (which shall not be unreasonably withheld or delayed), (1) any matter in connection with any tax return of TBG or its Subsidiary which could affect TBG's or its Subsidiary's liabilities, refunds or adjustments for any period following the Closing Date shall not be changed or adjusted; and (2) the Shareholders' Representative will not consent to or acquiesce to any action which would increase the liabilities of TBG or its Subsidiary for Taxes in excess of the amount accrued as current liabilities for Taxes in the TBG Adjusted Consolidated Working Capital.
Control of Audits. After the Closing Date, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (each, a “Contest”); provided, however, that (i) the Seller shall have the right to participate in such Contest at its own expense to the extent it relates to Taxable periods or any portion thereof ending on or prior to the Closing Date and (ii) the Buyer shall not allow the Company to settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company for any Taxable period or portion thereof ending on or prior to the Closing Date without the written consent of the Seller, which shall not be unreasonably withheld, delayed, or conditioned.
Control of Audits. After the Closing Date, except as set forth in the next sentence, the Surviving Corporation shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company and its Subsidiaries (each, a “Contest”). In the case of a Contest after the Closing Date that relates to a Pre-Closing Tax Period, the Representative (on behalf of the Sellers) shall control the conduct of such Contest, using counsel reasonably satisfactory to the Buyer, but the Buyer shall have the right to participate in such Contest at its own expense, and the Representative shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Surviving Corporation for any taxable period (or portion thereof) beginning after the Closing Date without the written consent of the Buyer, which shall not be unreasonably withheld, delayed or conditioned. In the event of any conflict between the provisions of this Section 4.1(e) and the provisions of ARTICLE VI, the provisions of this Section 4.1(e) shall control.
Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of its Subsidiaries (each, a “Contest”). In the case of a Contest after the Closing Date that relates solely to either Pre-Closing Tax Periods or to the portion through the end of the Closing Date for any Straddle Periods, the Equityholder Representative shall control the conduct of such Contest, using counsel reasonably satisfactory to the Company, but the Company shall have the right to participate in such Contest at its own expense, and the Equityholder Representative shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company or its Subsidiaries for any taxable year (or portion thereof) after the Closing Date without the written consent of Company, which consent shall not be unreasonably withheld, delayed or conditioned; provided that, if the Equityholder Representative fails to assume control of the conduct of any such Contest within 15 days following the receipt by the Equityholder Representative of notice of such Contest, the Company shall have the right to assume control of such Contest and shall be entitled to settle, compromise and/or concede any portion of such Contest. In the case of any conflict between the terms of this Section 6.5 and Section 9.5, this Section 6.5 shall control.
Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (each, a “Contest”). In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, the Seller shall control the conduct of such Contest, using counsel reasonably satisfactory to the Company, but the Company shall have the right to participate at its own expense in any Contest that could reasonably be expected to adversely affect the Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date, and the Seller shall not settle, compromise and/or concede any portion of such Contest without the written consent of Company; provided that, if the Seller fails to assume control of the conduct of any such Contest within 15 days following the receipt by the Seller of notice of such Contest, the Company shall have the right to assume control of such Contest and shall be entitled to settle, compromise and/or concede any portion of such Contest.
