Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. If, subsequent to the Closing, Parent or the Surviving Corporation receives notice of a Tax Proceeding with respect to any Pre-Closing Taxes, then within fifteen (15) days after receipt of such notice, Parent shall notify the Equityholders Representative of the same and provide the Equityholders Representative with a copy of such notice. Parent shall have the right to control the conduct and resolution of such Tax Proceeding, provided, however, that Parent shall keep the Equityholders Representative reasonably informed of the progress of such Tax Proceeding and the Equityholders Representative shall have the right to participate (at the Equityholders’ expense) in such Tax Proceeding. The Equityholders Representative’s right to participate shall include the right to receive copies of all correspondence from any Governmental Authority relating to such Tax Proceeding, attend meetings and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent shall consider in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent thereto, which shall not be unreasonably withheld. In the case of any Tax Proceeding, this Section 6.8(e), and not Article IX, shall control.

Tax Proceedings. If, subsequent to the Closing, Parent Any party that receives written notice of any claim for Taxes or the Surviving Corporation receives notice commencement of any audit, examination, contest, investigation or assessment relating to Taxes (a “Tax Proceeding Proceeding”) of the Acquired Companies with respect to any Pre-Closing Taxes, then a Covered Tax shall notify such other party within fifteen (15) days after 10 Business Days of receipt of such notice, Parent ; provided that the failure to provide such notice shall notify not relieve the Equityholders Representative Indemnifying Party from any of its obligations under Article 11 except (and only) to the same and provide extent the Equityholders Representative with Indemnifying Party suffers actual prejudice as a copy result of such noticefailure. Subject to the last sentence of Section 11.04(c), the Equityholders’ Representative shall have the right, at its election, to control the conduct of any Tax Proceeding that relates solely to Covered Taxes; provided that the Equityholders’ Representative shall (A) permit Parent to participate in the resolution of such Tax Proceeding and (B) not settle or otherwise compromise such Tax Proceeding without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall have the right to control the conduct and resolution of such all other Tax ProceedingProceedings; provided that in the event that any Tax Proceeding relates to a Straddle Tax Period, provided, however, that Parent shall keep (1) permit the Equityholders Equityholders’ Representative reasonably informed of to participate in the progress resolution of such Tax Proceeding and (2) not settle or otherwise compromise such Tax Proceeding without the Equityholders Representative shall have the right to participate (at prior written consent of the Equityholders’ expense) in such Tax Proceeding. The Equityholders Representative’s right to participate shall include the right to receive copies of all correspondence from any Governmental Authority relating to such Tax Proceeding, attend meetings and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent shall consider in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. In the case of any Tax Proceeding, this Section 6.8(e), and not Article IX, shall control.107

Tax Proceedings. If, subsequent to The Purchaser shall promptly notify the Closing, Parent or the Surviving Corporation receives Shareholders following receipt of any notice of a audit or other proceeding relating to any federal, state or local Tax Proceeding Return filed with respect to any a Pre-Closing TaxesTax Period or a Straddle Tax Period (the “Prior Period Returns”). The Purchaser shall, then within fifteen at its election, control any and all audits or other proceedings and litigation relating to any Prior Period Return (15) days after receipt other than with respect to a Straddle Tax Period), including the filing of such noticean amended Tax Return, Parent and shall notify keep the Equityholders Representative Shareholders reasonably informed of the same and provide status of any such matters. Notwithstanding the Equityholders Representative with a copy of foregoing, the Purchaser shall not settle or compromise any such notice. Parent shall have audit or other proceeding or litigation without the right Shareholders’ approval (not to control the conduct and resolution of such Tax Proceedingbe unreasonably withheld, conditioned or delayed); provided, however, that Parent should the Shareholders withhold their consent of any such settlement or compromise, then the Purchaser shall keep thereafter allow the Equityholders Representative reasonably informed of the progress of such Tax Proceeding and the Equityholders Representative shall have the right Shareholders to participate (in or, at the Equityholders’ expensePurchaser’s election, control such audit or other proceeding or litigation provided that the Shareholders acknowledge their obligation to fully indemnify the Purchaser for all Losses (including Taxes) in resulting from such Tax Proceeding. The Equityholders Representative’s right audit or other proceeding or litigation as required pursuant to participate shall include the right to receive copies of all correspondence from any Governmental Authority relating to such Tax Proceeding, attend meetings and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent shall consider in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent thereto, which shall not be unreasonably withheld. In the case of any Tax Proceeding, this Section 6.8(e10.1(a)(iii), and not Article IXthe Shareholders shall advance to the Purchaser their good faith estimate of the total anticipated legal costs of the Purchaser in connection with the continuation of such audit or other proceeding or litigation, shall controlplus any payments required by the taxing authority in order to continue such audit or other proceeding or litigation.

Tax Proceedings. If, subsequent to the Closing, Parent Parent, the Surviving Corporation or the Surviving Corporation Company receives notice of a Tax Proceeding with respect to any Tax Return or Taxes of the Company for a Pre-Closing TaxesTax Period or that concerns the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, then within fifteen (15) days after receipt of such notice, Parent shall notify the Equityholders Representative of the same and provide the Equityholders Representative with a copy of such notice. Parent shall have the right to control the conduct and resolution of such Tax Proceeding, provided, however, that Parent shall keep the Equityholders Representative reasonably informed of the progress of such Tax Proceeding and the Equityholders Representative shall have the right to participate (at the Equityholders’ Equityholders Representative’s own expense) in such Tax Proceeding. The Equityholders Representative’s right to participate shall include the right to receive copies of all correspondence from any Governmental Authority relating to such Tax Proceeding, attend meetings and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent shall consider in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation Corporation, the Surviving Company nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating (i) related to any a Pre-Closing Taxes Tax Period that would reasonably be expected to give rise to an indemnity claim pursuant to this Agreement, or (ii) that concerns the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, in each case, without obtaining the Equityholders Representative’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. In the case event of any Tax Proceeding, conflict or overlap between the provisions of this Section 6.8(e), 6.8(d) and not Article IX, the provisions of this Section 6.8(d) shall control.

Tax Proceedings. IfStockholders’ Representative shall have the right, subsequent at its sole expense, to the Closingconduct and control any audit, Parent examination, litigation or the Surviving Corporation receives notice of a Tax Proceeding other proceeding with respect to Taxes that involves any Pre-Closing Taxes, then within fifteen (15) days after receipt of such notice, Parent shall notify the Equityholders Representative of the same and provide Group Companies if the Equityholders Representative with audit, examination, ligation, or other proceedings related solely to the Taxes or Tax Returns of the Group Companies for a copy taxable period ending on or prior to the Closing Date which, if determined adversely to the taxpayer or after the lapse of such notice. Parent shall have the right to control the conduct and resolution of such time, could be grounds for indemnification under this Agreement (each a “Tax Proceeding, ”); provided, however, that Parent (i) the Stockholders’ Representative shall diligently prosecute such Tax Proceeding in good faith, (ii) the Stockholders’ Representative shall keep the Equityholders Representative Parent reasonably informed of the progress status of such Tax Proceeding and the Equityholders Representative shall have the right to participate (at the Equityholders’ expense) in such Tax Proceeding. The Equityholders Representative’s right to participate shall include the right to receive copies of all correspondence from any Governmental Authority relating developments with respect to such Tax Proceeding, attend meetings and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent (iii) the Stockholders’ Representative shall consider in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates shall not settle, resolvedischarge, concede or otherwise compromise dispose of any issue, matter or item arising in such Tax Proceeding relating to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent theretoof Parent, which shall not be unreasonably withheld, conditioned, or delayed, and (iv) Parent shall have the right to fully participate at its own cost in any such Seller Contest. In Parent shall control and shall have the case right to discharge, settle, or otherwise dispose of, at its own expense, all Tax Proceedings that the Stockholders’ Representative does not elect to control. Notwithstanding any other provision herein, Pxxxxx agrees to cooperate with Stockholders’ Representative to the extent reasonably requested by Stockholders’ Representative in the conduct and control of any Tax Proceeding. In the event of any conflict between this Section 5.4(h) and Section 8.4, this Section 6.8(e), and not Article IX, 5.4(h) shall control.

Tax Proceedings. If, subsequent to Parent shall promptly notify the Closing, Parent or the Surviving Corporation receives Stockholder Representative in writing of any notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Proceeding Proceeding”) with respect to any Pre-Closing Taxes, then within fifteen (15) days after receipt of such notice, Parent shall notify the Equityholders Representative Tax Period of the same and provide Company Group. The failure to give such notice will not relieve any Indemnifying Party from any obligation under this Agreement except to the Equityholders extent that such failure materially prejudices such Indemnifying Party. The Stockholders Representative with a copy of such notice. Parent shall have the right to control the conduct and resolution of such Tax Proceeding, provided, however, that Parent shall keep the Equityholders Representative reasonably informed of the progress of any such Tax Proceeding and that could reasonably be expected to give rise to an indemnification claim by the Equityholders Representative Parent Indemnified Parties under Section 10.1. Parent shall have the right to participate (at the Equityholders’ expenseits own expense with its own counsel) in any such Tax Proceeding. The Equityholders Representative’s right to participate shall include Proceeding that the Stockholders Representative has the right to receive copies of all correspondence from any Governmental Authority relating control. The Stockholders Representative shall keep Parent reasonably informed with respect to such Tax Proceeding, attend meetings Proceeding and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent shall consider in good faith not compromise or settle any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent theretoof Parent, which consent shall not be unreasonably withheld, conditioned or delayed. In To the case extent of any conflict between this Section 6.10(g) and Section 10.3, this Section 6.10(g) shall be controlling with respect to any Tax Proceeding, this Section 6.8(e), and not Article IX, shall control.