Audit Matters. If Buyer or the Acquired Companies become aware of any assessment, official inquiry, examination or proceeding (“Audit”) that could result in an official determination with respect to any Tax for which the Sellers could be liable, the Buyer shall promptly so notify the Sellers in writing. If the Sellers become aware of any Audit that could result in an official determination with respect to any Tax related to the business activities or assets of the Acquired Companies, Sellers shall promptly so notify the Buyer in writing.
Audit Matters. No material deficiencies for any Taxes have been threatened, proposed, asserted or assessed (either in writing or orally) to the knowledge of the Company against the Company or any of its Subsidiaries which have not been fully paid or finally settled. No governmental entity is conducting or has proposed in writing to conduct an audit with respect to Taxes or any Tax returns of the Company or any of its Subsidiaries.
Audit Matters. Seller, on the one hand, and Buyer, on the other hand, agree to give prompt notice to the other of any proposed adjustment to Taxes for any period ending on or prior to the Closing Date or any Pre-Closing Partial Period. Seller shall have the responsibility for, and the right to control, at Seller's expense, the audit (and disposition thereof) of any Tax Return relating to periods ending on or prior to the Closing Date and to participate in the disposition of the audit of any Tax Return relating to the periods ending after the Closing Date if such audit or disposition thereof could give rise to a claim for indemnification hereunder. Buyer, at Buyer's expense, shall have the right directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits or appeals thereof to any Governmental Entity relating to periods ending on or prior to the Closing Date and any Pre-Closing Partial Period or Post-Closing Partial Period for which Seller has responsibility if such audit or appeal will or might reasonably be expected to result in Buyer or Company having liability for the Taxes at issue and to approve the disposition of any audit adjustment with respect to such periods if such disposition will or might reasonably be expected to result in an increase in Taxes of Buyer or Company for any period beginning at or after the Closing Date, such consent not to be unreasonably withheld.
Audit Matters. Interplay will have the responsibility for, and the right to control, at Interplay's expense, the audit (and disposition thereof) of any Tax Return relating to periods actually ending on or prior to the Closing Date and to participate in and approve (which approval will not be unreasonably withheld) the disposition of the audit of any Tax Return relating to periods ending after the Closing Date if such audit or disposition thereof could give rise to a claim for indemnification hereunder or might reasonably be expected to result in an increase in Taxes of Interplay or any Affiliate in any pre- or post-Closing Date period. Buyer will have the right, directly or through its designated representatives, to be present at any hearings or proceedings and to review in advance and comment upon all submissions made in the course of audits or appeals thereof to any Governmental Body that are being conducted by Interplay and which concern specific issues that may reasonably be expected to affect the Tax Liability of Interplay or the Company. Notwithstanding anything herein to the contrary, neither Interplay nor any Affiliate of Interplay will be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of Buyer, the Company, or any Affiliate thereof for any period after the Closing Date (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent will not be unreasonably withheld, and will not be necessary to the extent that Interplay has agreed to indemnify Buyer or the Company against the effects of any such settlement.
Audit Matters. Spinco shall have primary responsibility for conducting the audit of any Joint Tax Return relating to or having an effect on any Pre-Distribution Taxable Period or Straddle Period, and Spinco shall have primary responsibility for conducting any subsequent litigation relating thereto. Marriott shall have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of such audits, appeals, or litigation and to be present at, directly or by its representatives, all conferences, meetings or proceedings with any taxing authority, and all appearances before any court, the subject matter of which is or includes an item for which the MMS Group could be liable under this Agreement; in addition, if the disposition, resolution or compromise of such audit or appeal will or might reasonably be expected to result in Marriott having an increased Tax liability, or any other adverse Tax consequence, for any period beginning after the Distribution Date, Marriott shall have the right, exercisable within 10 days of its receipt of notice of a proposed disposition of the audit or appeal, to veto the disposition of any audit adjustment with respect to such periods, such veto not to be unreasonably exercised. Each party shall bear its own internal expenses of participation in such audits, appeals, or litigation. The expenses of hiring outside counsel or accountants by either party with respect to the matters contemplated by this Section 4.04 shall be borne (i) by Spinco for matters relating to Pre-Distribution Taxable Periods (other than periods ending on the Distribution Date), and (ii) 50% by Spinco and 50% by MMS Group for all Straddle Periods (which for these purposes includes those periods ending on the Distribution Date). If Spinco declines to defend any matter provided for in this Section 4.04, Marriott has the right to pay, compromise or contest the matter, and Spinco shall bear Marriott's costs in those actions.
Audit Matters. Seller shall have the responsibility for, and the right to control, at Seller's expense, the audit (and disposition thereof) of any Tax Return relating to periods ending on or prior to the Closing Date and shall have the right to participate in and approve the disposition of the audit of any Tax Return relating to the periods ending after the Closing Date if and to the extent that such audit or disposition thereof could give rise to a claim for indemnification hereunder. Buyer shall have the right directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits or appeals thereof to any Governmental Entity relating to periods ending (or treated by this Agreement as ending) on or prior to the Closing Date and to approve the disposition of any audit adjustment with respect to such periods if such disposition will or might reasonably be expected to result in an increase in Taxes of Buyer for any period beginning at or after the Closing.
Audit Matters. The Seller shall have the responsibility for, and the right to control, at the Seller’s expense, the audit (and disposition thereof) of any Tax Return relating to periods ending on or prior to the Effective Time and to participate in and approve the disposition of the audit of any Tax Return relating to the periods ending after the Effective Time if such audit or disposition thereof could give rise to a claim for indemnification hereunder. The Buyer shall have the right directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits or appeals thereof to any Governmental Entity relating to periods ending or treated by this Agreement as ending on or prior to the Effective Time and to approve the disposition of any audit adjustment with respect to such periods if such disposition will or might reasonably be expected to result in an increase in Taxes of the Buyer, the Seller or any Subsidiary for any period beginning at or after the Closing.
Audit Matters. In the event the Closing does not occur prior to ------------- December 31, 1998, Sellers will cause the Company to reasonably cooperate with Buyer in the conduct of the audit of the Company's financial statements for the fiscal year ended December 31, 1998, and will permit Buyer's representatives to participate in such audit and in the material decisions related thereto. Without limitation, upon written request Sellers will cause the Company to engage the independent accountants requested by Buyer to conduct such audit of the Company's financial statements on behalf of the Company. If for any reason the Closing does not occur and this Agreement is terminated, upon written request and provision of reasonable documentation relating thereto Buyer will promptly reimburse the Company for the excess costs incurred by the Company in engaging independent accountants selected by Buyer instead of the independent accountants the Company otherwise would have engaged to conduct the audit in the Ordinary Course of Business.
Audit Matters. If any claim for Losses in respect of Taxes relating to any Company involving taxable periods for which the Sellers have an obligation to indemnify the Purchaser under Section 9.6(a) hereof is asserted by any taxing authority against the Purchaser, the Purchaser shall promptly notify the Sellers in writing of such fact; provided, however, that the failure to notify the Sellers will not relieve the Sellers of any liability that it may have to the Purchaser, except to the extent that the Sellers demonstrate that the Sellers were actually prejudiced by the Sellers' failure to receive such notice. The Sellers shall have the right, at the Sellers' expense, directly or through the Sellers' designated Representatives, subject to the execution of a confidentiality agreement by the Sellers and each of Sellers' designated Representatives, in form and substance reasonably satisfactory to the Purchaser, for the purpose of protecting the confidentiality and use of information of the Purchaser or its Affiliates, including any Company to control any audit, examination, or proceedings relating to Taxes (a "Tax Contest"), in respect of any Tax Return for periods ending on or prior to the Closing Date if such Tax Contest could give rise to a claim for indemnification hereunder; provided, however, that the Purchaser shall have the right to participate in any such Tax Contest and to review in advance and comment upon all submissions made in the course of any Tax Contest to any Governmental Entity. In case the Sellers exercise any of the rights under this Section 9.6(b), the Sellers shall provide to the Purchaser the funds necessary to make any payment due in connection with any settlement (i) of a Tax Contest and (ii) of a Tax Contest ("concordato"/"condono fiscale") within five Business Days of payment by the Purchaser. The Purchaser shall have the right to control any audit, examination or proceedings related to Taxes in respect of any Tax Return for periods (x) beginning before, but ending after, the Closing Date and (y) beginning on or following the Closing Date; provided, however, that the Sellers shall have the right to participate in any such Tax Contest and to review in advance and comment upon all submissions made in the course of any Tax Contest to any Governmental Entity.
Audit Matters. Promptly following Closing, Sellers will provide representatives of Buyer, at no expense to Sellers, with all assistance and access to data during normal business hours, including accounting and other books and records of the HPL Entities and Sellers and the appropriate personnel of Sellers and the HPL Entities, reasonably required by Buyer to enable Buyer to prepare for the HPL Entities: (i) an audited balance sheet as may be required or, in the judgment of Buyer, advisable to be filed by Buyer or any Affiliate of Buyer in accordance with Regulation S-X under the Securities Act of 1933, as amended, and related statements of income and cash flows for each of its then three most recent fiscal years, or (ii) other financial statements (including without limitation adjusted historical financial statements), in each case as may be required or advisable for filings with the Securities and Exchange Commission in compliance with Regulation S-X in connection with or on account of the Contemplated Transactions. Buyer, at its sole expense, shall engage independent auditors to undertake the above-described audit, and if Buyer engages Deloitte & Touche, LLP, Sellers (at no expense to Sellers) will authorize access to that firm’s working papers relating to its audit of AEP insofar as they relate exclusively to Sellers and their direct and indirect subsidiaries. It is expressly agreed that no Buyer representative, including the independent auditors engaged by Buyer as contemplated by this Section 5.12, shall have access to any unpublished accounting information or working papers other than those of Sellers and their direct or indirect subsidiaries.
