Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b), (c) and (d) below, the Parent shall control the conduct, through counsel of its own choosing and at its own expense, 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 the Company Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”).
Tax Audits and Contests; Cooperation. (a) Parent and Seller shall have the right to settle and control the conduct, through counsel of its own choosing at its own expense, of any audit or administrative, judicial or other proceeding involving any asserted Tax liability or refund with respect to any member of the Company Group (any such audit or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to any taxable period ending on or prior to the Closing Date; provided, however, to the extent the Contest does not relate to an Affiliated Group Tax Return, Buyer shall have the right to participate, at their own expense, in such Contest (and Seller shall keep Buyer reasonably informed of the progress of such Contest and shall consult with Buyer before taking any significant action in connection therewith). Parent and Seller shall not settle or compromise any such Contest in a manner which adversely affects the Tax liability of Buyer or the Company Group (to the extent Buyer or the Company Group may be required to make any payment for such Tax liability that is not fully indemnified by Parent and Seller) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and Seller may decline to control any such Contest by providing Buyer with a written notice of such decision, provided that such decision shall not impact Parent’s or Seller’s obligation for any Tax Losses with respect to such Contest. Notwithstanding the foregoing, if any Contest relates to an Affiliated Group Tax Return, Parent and Seller shall have the sole right to control and settle such Contest, provided, Parent and Seller shall keep Buyer reasonably informed to the extent such Contest relates to Taxes or Tax matters of any member of the Company Group.
Tax Audits and Contests; Cooperation. (a) After the Closing, the Seller shall control the conduct, through counsel of its own choosing at its expense, of any audit, claim for refund or any other Action involving any Taxes of, or with respect to, the Seller, the Company or any Subsidiary of the Company (any such audit, claim for refund or other Action, a “Tax Contest”) for any Tax period ending on or before the Closing Date (but excluding, for the avoidance of doubt, any Straddle Period) (a “Seller Tax Contest”). The Buyer shall have the right to participate in such Seller Tax Contest by employing counsel of its choosing at its expense and the Seller shall not settle or otherwise compromise any Seller Tax Contest without obtaining the Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Buyer shall control the conduct, through counsel of its choosing at its expense, of any Tax Contest for any Straddle Period (a “Buyer Tax Contest”). The Seller shall have the right to participate in such Buyer Tax Contest by employing counsel of its choosing at its expense and the Buyer shall not settle or otherwise compromise any Buyer Tax Contest without considering in good faith the Seller’s reasonable comments with respect to the proposed settlement or compromise and obtaining the Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed).
Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in Section 13.3(b) and (c) below, Parent 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 (any such audit, claim for refund, or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”).
Tax Audits and Contests; Cooperation. (a) After the Closing Date, except in the case of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Companies (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to a Tax Return of any consolidated, combined or unitary group of which FBHS and the Companies were members, (a “Pre-Closing Consolidated Return”), and except as provided in subsections (b) and (c) below, Buyer shall control the conduct, through counsel of its own choosing, of any Contest. For the avoidance of doubt, and notwithstanding anything in subsections (b) and (c) below, FBHS shall have the sole right to conduct any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to any Tax Return of any consolidated combined or unitary group of which FBHS is a member (a “FBHS Contest”) and Buyer shall have no participation rights with respect to any FBHS Contest.
Tax Audits and Contests; Cooperation. (a) After the Closing, Parent 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 (any such audit, claim for refund or proceeding relating to an asserted Tax Liability referred to herein as a “Contest”). Parent shall promptly notify the Stockholders’ Agent upon receipt by Parent or any Affiliate of Parent (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Company may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Neither Parent nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of the Eligible Stockholders (as of prior to the Closing) or any Affiliate of the foregoing without the consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld or delayed. The Parent shall keep the Stockholders’ Agent fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Parent shall, in good faith, allow the Stockholders’ Agent to make comments to Parent regarding the conduct of or positions taken in any such proceeding.
Tax Audits and Contests; Cooperation. (a) After the Closing, except as provided in Section 8.4(b), Buyer, at its sole cost and expense, shall control the conduct, through counsel of its own choosing, of any audit, claim for refund or administrative judicial or other proceeding involving any asserted Tax or refund with respect to the Company (any such audit, claim for refund or proceeding relating to an asserted Tax referred to herein as a “Contest”). If the resolution of any Contest could affect any Tax of the Company for which Seller is responsible under this Agreement, any Tax of any Seller Indemnified Party, or the right to a refund of Tax that is for the account of Seller, Buyer shall give Seller prompt notice of the Contest (which shall not be less than five days after notice from the Governmental Authority of such Contest) (provided, however, that the failure of Buyer to provide such notice within such time period shall not relieve Seller of its obligations under Article XII, except to the extent (and only to the extent) that such failure to give notice shall actually and materially prejudice any defense or claim available to Seller), and, subject to Seller’s right to control such Contest under Section 8.4(b), Buyer shall control and defend such Contest diligently and in good faith, shall permit Seller (at Seller’s expense) to participate in such Contest, and shall not settle, compromise or concede any portion of such Contest without the consent of Seller, which consent shall not be unreasonably withheld, delayed, or conditioned.
Tax Audits and Contests; Cooperation. (i) Purchaser and the Company, on the one hand, and the Sellers and their Affiliates, on the other hand, shall promptly notify each other upon receipt by any such party of written notice 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 Investment Entity for any taxable period ending on or before or including the Closing Date (any such audit, claim for refund, or proceeding relating to an asserted Tax Liability or refund referred to herein as a “Contest”). Any failure to so notify the other party of any Contest shall not relieve such other party of any liability with respect to such Contest except to the extent such party was actually and materially prejudiced as a result thereof. Purchaser shall have sole control of the conduct of all Contests of the Company (and any Investment Entity to the extent consistent with the governing documents thereof), including any settlement or compromise thereof.
Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b) below, RTMMC 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 Purchased Assets and Assumed Liabilities (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a "CONTEST") with respect to a taxable period ending on or prior to the Closing Date but Triarc shall have the right to participate in such Contest at its own expense, and RTMMC shall not settle, compromise and/or concede any portion of such Contest that is reasonably likely to affect the Tax liability of Triarc or its Subsidiaries for any Taxable year (or portion thereof) beginning after the Closing Date without the consent of Triarc, which consent shall not be unreasonably withheld, conditioned or delayed; PROVIDED, that if RTMMC fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the RTM Representatives of notice of such Contest, Triarc shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede such Contest in its sole discretion.
Tax Audits and Contests; Cooperation. (i) Fathom and its Affiliates, on the one hand, and the Stockholders, SAFEholders, Warrantholders, and their Affiliates, on the other hand, shall promptly notify each other upon receipt by any such party of written notice of any audit, claim or administrative or judicial proceeding involving any asserted Tax liability with respect to the Company (any such audit or proceeding, a “Contest”). Any failure to so notify the other party of any Contest shall not relieve such other party of any liability with respect to such Contest except to the extent such party was actually and materially prejudiced as a result thereof. Fathom shall have sole control of the conduct of all Contests, including any settlement or compromise thereof.
