Post-Closing Audits and Other Proceedings. In the case of any audit, examination or other proceeding ("Proceeding") with respect to Taxes for which Sellers are or may be liable pursuant to this Agreement (other than a Proceeding relating to Taxes for a Straddle Period), Purchaser shall promptly notify Sellers in writing of any such Proceeding, and Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable Sellers to take all actions desired by Sellers with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Sellers are liable pursuant to this Agreement. Sellers shall have the sole right to control any such Proceedings, (including any Proceedings to initiate claims for refunds of or credits with respect to any Taxes for which Sellers are liable pursuant to this Agreement and that Sellers believe are available) including the right to initiate any claim for refund or credit, file any amended Return or take any other action that it deems appropriate with respect to such Taxes (or refunds or credits). All costs and expenses incurred in connection with any such Proceeding shall be borne by Sellers, and Purchaser and the Acquired Entities shall be reimbursed by Sellers for any and all reasonable direct costs and expenses incurred by them in connection with such Proceeding. Sellers shall keep Purchaser informed of all material developments and events relating to such Proceeding and will not settle any Proceeding without Purchaser's prior written consent. In the event that Purchaser's consent is withheld, Purchaser will assume the control, costs and expenses of the Proceeding. If such Proceeding is ultimately resolved by payment of an amount in excess of the amount in the original settlement proposal (or receipt of a refund in an amount less than the amount in the original settlement proposal), Purchaser will pay the amount of such excess (or shall pay Sellers the amount of such refund shortfall). If such Proceeding is ultimately resolved by payment of an amount less than the amount of the original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), Sellers will reimburse Purchaser for its costs and expenses to the extent of such difference. Notwithstanding the foregoing, Sellers and Purchaser shall jointly control all Proceedings in connection with (i) any Tax claim relating to Taxes of any Acquired Entity for a Straddle Period and (ii) any Tax claim that w...
Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to ZoneCare as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment.
Post-Closing Audits and Other Proceedings. Seller and Parent agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any Pre-Closing Partial Period. Seller and Parent shall cooperate with each other in the conduct of any audit or other proceedings involving any Taxpayer for such periods and each may participate at its own expense, provided that Seller shall have the right to control the conduct of any such audit or proceeding only if Seller agrees that any resulting Tax is covered by the indemnity provided in Section 6.1. Notwithstanding the foregoing, Seller may not settle or otherwise resolve any such claim, suit or proceeding materially affecting the Taxpayers for a Post-Closing Partial Period or any other period subsequent to the Closing without the consent of Parent, such consent not to be unreasonably withheld or delayed.
Post-Closing Audits and Other Proceedings. From and after ----------------------------------------- the Closing Date, Buyer shall give prompt notice to the Shareholders of any proposed adjustment to Taxes for periods that end on or prior to the Closing Date or that include the Closing Date. The parties hereto acknowledge that Target Company shall control the conduct of any audit or other proceeding involving Target Company for such periods, and shall keep the Shareholders reasonably informed of the progress thereof. The Shareholders shall cooperate with Target Company in the conduct of any audit or other proceeding and may participate at their own expense.
Post-Closing Audits and Other Proceedings. In the case of an audit, examination or other proceeding ("Proceeding") with respect to Taxes for which Sellers may be liable pursuant to this Agreement, Buyer shall promptly inform Sellers, and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Sellers to take such actions desired by Sellers consistent with the terms of this Agreement with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Sellers are liable pursuant to this Agreement. Sellers shall have the right to control any such Proceedings. All costs and expenses incurred in connection with any such Proceeding shall be borne by Sellers, and Buyer and the Companies shall be reimbursed by Sellers for any and all reasonable out of pocket expenses, including the costs and expenses of legal counsel and accountants, incurred by them in connection with such Proceeding. Sellers will not settle any Proceeding without first presenting to Buyer Sellers' written promise to pay the costs of settling such Proceeding and then obtaining Buyer's prior written consent. In the event that Buyer's consent is withheld, Buyer will assume the control, costs and expenses of the Proceeding. If such Proceeding is ultimately resolved by payment of an amount in excess of the amount in the original settlement proposal, Buyer will pay the amount of such excess to Sellers. If such Proceeding is ultimately resolved by payment of an amount less than the amount of the original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), Sellers will reimburse Buyer for its costs and expenses to the extent of such differences.
Post-Closing Audits and Other Proceedings. (i) If notice of any audit, examination, or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes or any Return of the Company or any Company Subsidiary (a “Tax Contest”) shall be received by any party for which another party would or could be liable, the notified party shall notify such other party in writing of such Tax Contest.
Post-Closing Audits and Other Proceedings. ANTHEM --------------------------------------------------------- and PURCHASER agree to give prompt notice to the other of each proposed adjustment to any TAX for periods ending on or prior to the CLOSING DATE or any other PRE-CLOSING PARTIAL PERIOD. ANTHEM and PURCHASER shall cooperate with each other in the conduct of any audit or other proceedings involving any of the SUBSIDIARIES for such periods and each may participate therein at its own expense, provided that ANTHEM shall have the right to control the conduct of any such audit or proceeding for which ANTHEM agrees that any resulting TAX is covered by the indemnity provided in Section 11.02 of this AGREEMENT. Notwithstanding the foregoing, ANTHEM may not settle or otherwise resolve any such claim, suit or proceeding without the consent of PURCHASER, which consent shall not be unreasonably withheld or delayed.
Post-Closing Audits and Other Proceedings. Parent and Sellers, on the one hand, and Purchaser, on the other hand, agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any Pre-Closing Straddle Period. Parent, Sellers and Purchaser shall cooperate with each other in the conduct of any audit or other proceedings for such periods and each may participate at its own expense, provided Parent and Sellers shall have the right to control the conduct of any such audit or proceeding for which Parent and Sellers agree that any resulting Tax is covered by the indemnity provided in Section 10.6(a). Notwithstanding the foregoing, with respect to the settlement of any such claim, suit or proceeding, if such settlement would be legally binding on the Purchaser or an Affiliate of Purchaser with respect to a subsequent period, Sellers may not settle or otherwise resolve such claim, suit or proceeding without the consent of Purchaser, such consent not to be unreasonably withheld, PROVIDED, HOWEVER, that if Purchaser withholds its consent, then Purchaser shall reimburse Sellers for (i) any professional fees and other administrative costs reasonably incurred by Sellers in connection with defending such claim on or after the date that Purchaser rejects the settlement and (ii) any interest payable by Sellers to a Taxing Authority in connection with such claim that accrues on or after the date that Purchaser rejects the settlement.
Post-Closing Audits and Other Proceedings. From and after the Closing Date, the Seller Representatives shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller Representatives, if any taxing authority provides the Seller Representatives, Buyer or the Company, as the case may be, with notice of an intent to audit, review or conduct any other proceeding with respect to the Taxes of the Company for any Pre-Closing Tax Period and any Straddle Period. Buyer shall control the conduct of any Tax audit or proceeding involving the Company in its sole discretion. If Buyer elects to control the conduct of any such Tax audit or proceeding, Buyer shall promptly notify Seller Representatives of such election. Notwithstanding the foregoing, Buyer shall not be required to notify the Seller Representatives pursuant to this Section 8(b) if at such time there is no remaining Tax Escrow Amount.
Post-Closing Audits and Other Proceedings. (a) Castle and Buyer agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any period within which the Closing Date occurs. Castle and Buyer shall cooperate with each other in the conduct of any audit or other proceeding involving the Acquired Corporation for such periods and each may participate at its own expense; provided that Castle shall have the right to control the conduct of any such audit or proceeding for which Castle (i) agrees that any resulting Tax is covered by the indemnity provided in Section 6.2 above and (ii) reasonably demonstrates to Buyer its ability to make such indemnity payment. Notwithstanding the foregoing, neither party may settle or otherwise resolve any such claim, suit, or proceeding without the consent of the other party, such consent not to be unreasonably withheld; provided, however, that Buyer shall not be required to contest any proposed adjustment to, or claim for, any Tax if Buyer waives its right to any indemnity in respect to such Tax hereunder. Buyer shall promptly pay over to Castle any Tax refund received by any of the Acquired Corporation (or by Buyer or any of its Affiliates with respect to any of the Acquired Corporation) relating to any period ending on or prior to the Closing.
