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 If Hightimes or the Surviving Corporation receives notice of a Tax Proceeding audit, litigation or other proceeding with respect to any Tax Return for a Pre-Closing TaxesTax Period, then within fifteen ten (1510) days after receipt of such notice, Parent Hightimes shall notify the Equityholders Representative of the same and provide the Equityholders Representative with a copy Owner of such notice. Parent shall Hightimes will have the right to control the conduct and resolution of such any Tax Proceedingaudit, providedlitigation or other proceeding relating to the Surviving Corporation. Hightimes shall, however, that Parent shall keep the Equityholders Representative reasonably Owner informed of all developments on a timely basis, shall provide to the progress Owner copies of any and all correspondence received from the Governmental Authority related to such Tax Proceeding audit, litigation or other proceeding and shall provide the Equityholders Representative Owner with the opportunity to attend conferences with the Governmental Authority and to review and provide comments with respect to written responses provided to the Governmental Authority. Owner shall have the right to participate (at the Equityholders’ expense) bear its own costs for participating in such Tax Proceedingaudit, litigation or other proceeding, but no other costs. 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 If any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising the issues raised in such Tax Proceeding relating audit, litigation or other proceeding could reasonably be expected to result in a claim for indemnification under Article VIII of this Agreement, then Hightimes shall not settle any Pre-Closing Taxes such Tax audit, litigation or other proceeding with respect to such issues without obtaining the Equityholders RepresentativeOwner’s prior written consent theretoconsent, which consent shall not be unreasonably withheld. In the case of any Tax Proceeding, this Section 6.8(e), and not Article IX, shall controldelayed or conditioned.

Tax Proceedings. If, subsequent to The Acquiror shall notify the Closing, Parent Shareholder Representative upon the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Surviving Corporation receives notice of a (“Tax Proceeding with respect Proceeding”) by any Governmental Entity relating to any Pre-Closing Taxes, then within fifteen (15) days after receipt of such notice, Parent shall notify the Equityholders Representative liability of the same Company for Taxes for any period described in Sections 5.9(a) and provide the Equityholders Representative with a copy of such notice5.9(b). 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 The Shareholder Representative shall have the right to participate (at in any Tax Proceeding, if and to the Equityholders’ expense) in extent the result of such Tax ProceedingProceeding could impose additional Tax liability with respect to periods prior to the Closing Date. The Equityholders Shareholder Representative’s right to participate shall include the right to receive copies of all correspondence from any Governmental Authority Entity relating to such Tax Proceeding, attend meetings Proceeding and review and comment to Parent on submissions relating to any such Tax Proceeding, and Parent the Surviving Corporation shall consider in good faith any reasonable comments provided by the Equityholders Shareholder Representative. Neither Parent, The Acquiror shall not agree to settle or cause or permit the Surviving Corporation nor Company to settle any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating which has the effect of imposing additional Tax liability on the Company with respect to any Pre-Closing Taxes Tax Period without obtaining the Equityholders consent of the Shareholder Representative’s prior written consent thereto, which shall consent may not be unreasonably withheld. In , conditioned or delayed; provided that the case of any Tax ProceedingShareholders shall, this Section 6.8(e), and not in accordance with Article IX, shall controlindemnify the Surviving Company for any increase in the Tax liability of the Surviving Company for any period on or after the Closing as a direct result of the settlement of the Tax Proceeding relating to the Pre-Closing Tax Period, and for any Losses incurred by an Acquiror Indemnified Party in connection therewith, for any period ending after the Closing.

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.

Tax Proceedings. If, subsequent to Parent shall notify Seller Representative in writing within twenty (20) calendar days of receipt of the Parent or any Affiliate (including following the Closing, Parent or the Surviving Corporation receives Company) of any notice of any pending or threatened Tax audits or assessments relating a Pre-Closing Tax Period; provided, that no failure or delay of Parent in providing such notice shall reduce or otherwise affect the obligations of the Sellers pursuant to this Agreement, except to the extent the Sellers are materially and adversely prejudiced as a result thereof. Parent shall represent the interests of the Company in any such Tax audit or administrative or court proceeding (a “Tax Proceeding”); provided, however, that with respect to any Tax Proceeding with respect to any Pre-Closing TaxesTax Period or Straddle Period, then within fifteen (15i) days after receipt of such notice, Parent shall notify keep the Equityholders Seller Representative of reasonably informed regarding the same and provide the Equityholders Representative with a copy of such notice. Parent shall have the right to control the conduct and resolution status of such Tax Proceeding, provided, however, that Parent shall keep (ii) the Equityholders Representative reasonably informed of the progress of such Tax Proceeding and the Equityholders Seller Representative shall have the right to participate (at the Equityholders’ expense) review 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 advance and comment to Parent on upon all submissions relating to such made in the course of any Tax ProceedingProceeding (including administrative appeals thereof), and Parent shall consider all such timely received comments in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates and (iii) Parent shall not settle, resolve, concede adjust or otherwise compromise any issue, matter or item arising in resolve such Tax Proceeding relating without the prior consent of the Seller Representative (such consent not to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed). In To the case extent of any Tax Proceeding, inconsistency between the provisions of this Section 6.8(e), 8.5(f) and not Article IX, the provisions of this Section 8.5(f) shall control.