Common use of Notification of Proceedings; Control Clause in Contracts

Notification of Proceedings; Control. Seller shall have the right to control any audit or examination relating to Pre-Closing Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Pre-Closing Taxes and shall be entitled to all refunds with respect to such taxes. Purchaser shall have the right to control any audit or examination relating to all Taxes other than Pre-Closing Taxes by any taxing authority, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to Taxes other than Pre-Closing Taxes, and shall be entitled to all refunds with respect to such Taxes; provided that Purchaser will consult in good faith with Seller with respect to any Taxes for periods that include the Closing Date, and Seller shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of SECTION 8.04(b) to that portion of such period ending on the Closing Date.

Notification of Proceedings; Control. Seller shall have the ------------------------------------ right to control any audit or examination relating to Pre-Closing Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Pre-Closing Taxes and shall be entitled to all refunds with respect to such taxes. Purchaser shall have the right to control any audit or examination relating to all Taxes other than Pre-Closing Taxes by any taxing authority, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to Taxes other than Pre-Closing Taxes, and shall be entitled to all refunds with respect to such Taxes; provided that Purchaser will consult in good faith with Seller with respect to any Taxes for periods that include the Closing Date, and Seller shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of SECTION Section 8.04(b) to that portion --------------- of such period ending on the Closing Date.

Notification of Proceedings; Control. Seller Sellers and Parent shall ------------------------------------ have the right to control any audit or examination relating to Pre-Closing Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to all Taxes, other than any Pre-Closing Taxes for which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such taxesTaxes other than any Taxes for which Purchaser shall be liable after the Closing. Purchaser shall have the right to control any audit or examination relating to all Taxes other than Pre-Closing Taxes by any taxing authorityauthority for any taxes which Purchaser shall be liable after the Closing, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to Taxes other than Pre-Closing Taxesany taxes which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such Taxes; provided that Purchaser will consult in good faith with Seller Sellers and Parent with respect to any Taxes for periods that include the Closing Date, and Seller Sellers or Parent shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of SECTION 8.04(bSection 8.03(a) and (b) to --------------- that portion of such period ending on the Closing Date.

Notification of Proceedings; Control. Seller Sellers and Parent shall have the right to control any audit or examination relating to Pre-Closing Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to all Taxes, other than any Pre-Closing Taxes for which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such taxesTaxes other than any Taxes for which Purchaser shall be liable after the Closing. Purchaser shall have the right to control any audit or examination relating to all Taxes other than Pre-Closing Taxes by any taxing authorityauthority for any taxes which Purchaser shall be liable after the Closing, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to Taxes other than Pre-Closing Taxesany taxes which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such Taxes; provided that Purchaser will consult in good faith with Seller Sellers and Parent with respect to any Taxes for periods that include the Closing Date, and Seller Sellers or Parent shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of SECTION 8.04(bSection 8.03(a) and (b) to that portion of such period ending on the Closing Date.

Notification of Proceedings; Control. Seller Sellers and Parent shall have the right to control any audit or examination relating to Pre-Closing Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to all Taxes, other than any Pre-Closing Taxes for which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such taxesTaxes other than any Taxes for which Purchaser shall be liable after the Closing. Purchaser shall have the right to control any audit or examination relating to all Taxes other than Pre-Closing Taxes by any taxing authorityauthority for any taxes which Purchaser shall be liable after the Closing, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to Taxes other than Pre-Closing Taxesany taxes which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such Taxes; provided that Purchaser will consult in good faith with Seller Sellers and Parent with respect to any Taxes for periods that include the Closing Date, and Seller Sellers or Parent shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of SECTION 8.04(b8.03(A) AND (B) to that portion of such period ending on the Closing Date.