Common use of Control of Tax Claims Clause in Contracts

Control of Tax Claims. With respect to any Tax Claim for which notice has been received prior to the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on or prior to the Closing Date and (B) the Trustee, on behalf of the ESOP, and Purchaser shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle Period; provided, however, that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control all proceedings with respect to any Tax Claim relating to any Tax period beginning after the Closing Date. If the Trustee, on behalf of the ESOP, fails to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereof, Purchaser shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claim.

Control of Tax Claims. With respect to Buyer shall promptly notify Concentra upon receipt of any notice of any Tax Claim audit, assessment, claim or investigation (a “Tax Claim”) for which Concentra may be liable. The failure promptly to give such notice shall not affect any Buyer Indemnitee’s ability to seek indemnification hereunder unless such failure has been received prior to materially and adversely affected the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf right of any of the ESOPConcentra Entities to participate in and contest the Tax Claim. Notwithstanding any other provision in this Agreement, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for which Concentra or any of its Affiliates may be liable, Concentra shall control all proceedings; provided, however, that Concentra will allow Buyer to participate at its own expense in the defense of any such Tax Claim (other than a Tax Claim relating to a Tax or Tax Return of a Consolidated Group not affecting any Acquired Entity); provided further that Concentra shall not settle any Tax Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld) if the compromise or settlement would materially increase the Tax liability of Buyer, an Acquired Entity, or Coventry for any Tax period ending on or prior to after the Closing Date Date; and (B) the Trusteeprovided, on behalf of the ESOPfurther, and Purchaser shall jointly control all proceedings that with respect to any such Tax Claim relating to a Straddle Period; providedPeriod and involving both Taxes for which Concentra is liable and Taxes for which Concentra is not liable, however, that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), Concentra and Buyer shall jointly control the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status defense of such proceeding Tax Claim and provide Purchaser with copies of all written correspondence with respect neither Concentra nor Buyer shall enter into any compromise or agree to settle any claim pursuant to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of Purchaserthe other party, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control all proceedings with respect to any Tax Claim relating to any Tax period beginning after the Closing Date. If the Trustee, on behalf of the ESOP, fails to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereof, Purchaser shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claim.

Control of Tax Claims. With respect The SH Rep shall, upon written notification to any Tax Claim for which notice has been received prior to the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’sParent, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s its own expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on or prior to the Closing Date and (B) the Trustee, on behalf of the ESOP, and Purchaser shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle PeriodTax Period ending on or before the Closing Date; provided, however, provided that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, SH Rep shall not consent to settle any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) such Tax Claim without the Parent’s prior written consent of Purchaser, (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) if the resolution of such Tax Claim reasonably could be expected to affect the Tax liability of TEI Med for any Post-Closing Tax Period. Purchaser The SH Rep and Parent shall jointly control all proceedings with respect to any Tax Claim relating to a Straddle Period, and any such Tax period beginning after Claim shall not be settled without the Closing Dateprior written consent of both the SH Rep and Parent (which shall not be unreasonably withheld, conditioned, or delayed). If the Trustee, on behalf of the ESOP, fails SH Rep declines to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv12.4(d) within thirty (30) days of after receipt of notice thereof, Purchaser or if SH Rep is not entitled to control or defend any Tax Claim pursuant to this Section 12.4(d), Parent shall thereupon have the right to undertake, at the ESOP’s expense, undertake the control, defense and settlement of such Tax Claim; provided that Parent shall not settle any such Tax Claim without SH Rep’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed). In the event of any conflict between the provisions of this Section 12.4(d), on the one hand, and Section 11.2(c), on the other hand, with respect to any Tax Claim, the provisions of this Section 12.4(d) shall control.

Control of Tax Claims. With respect to Buyer shall promptly notify Coventry upon receipt of any notice of any Tax Claim audit, assessment, claim or investigation relating to the Acquired Entities or the Acquired Assets for any Pre-Closing Tax Period or Straddle Period (a “Tax Claim”) for which Sellers and their Affiliates may be liable, provided, however, no failure or delay by Buyer or any of its Affiliates to provide notice has been received prior of a Tax Claim shall reduce, release, waive, or otherwise affect the obligation of Sellers or their Affiliates hereunder except to the date extent that is eighteen (18) months after such failure or delay has materially and adversely affected the Closing Date right of Seller or its Affiliates to participate in and for which contest the parties hereto reasonably believe there are sufficient funds remaining Tax Claim. Notwithstanding any other provision in the Escrow Account to satisfy the ESOP’sthis Agreement, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on which Sellers or prior to the Closing Date and (B) the Trusteetheir Affiliates may be liable, on behalf of the ESOP, and Purchaser Coventry shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle Periodproceedings; provided, however, that Coventry will allow Buyer to participate at its own expense in the defense of any such Tax Claim (x) with respect other than a Tax Claim relating to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf a Tax or Tax Return of the ESOP, Consolidated Group of which Coventry is the common parent or the Consolidated Group in which First Health Services Corporation was included prior to its acquisition by Coventry); provided further that Coventry shall keep Purchaser reasonably informed with respect not enter into any compromise or agree to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect settle any claim pursuant to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned to the extent that such compromise or delayedsettlement may adversely affect Buyer or its Affiliates (including the Acquired Entities) after the Closing Date. Purchaser shall control all proceedings with With respect to any Tax Claim relating to a Straddle Period and involving both Taxes for which either Sellers or any Tax period beginning after the Closing Date. If the Trusteeof their Affiliates are liable and Taxes for which neither Sellers nor their Affiliates are liable, on behalf of the ESOP, fails to assume Coventry and Buyer shall jointly control the defense of any such Tax Claim that it is entitled and neither Coventry nor Buyer shall enter into any compromise or agree to control and defend settle any claim pursuant to this Section 10.2(e)(iv) within thirty (30) days such proceeding without prior written consent of receipt of notice thereofthe other Party, Purchaser which consent shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claimnot be unreasonably withheld.