Tax Audits and Contests. In the case of any audit, claim or refund, voluntary disclosure agreement process or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (all of which hereinafter referred to as a “Contest”) that relates to an S Corporation Income Tax Return or a Covered Tax Matter, Significant Shareholder shall control the conduct of such Contest. Significant Shareholder shall be entitled to settle, compromise and/or concede such Contest, provided, however, that Significant Shareholder shall not be able to settle, compromise and/or concede any portion of such Contest that is reasonably likely to materially affect the Tax liability of Company for any taxable year (or portion thereof) beginning on or after the Closing Date (a “Post-Closing Tax Consequence”) without the written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned. In the case of a Contest that relates to a straddle period (other than any Contest that relates to an S Corporation Income Tax Return), Purchaser shall be entitled to control such Contest. Significant Shareholder shall have the right to participate in any portion of such Contest that relates to the portion of the straddle period ending on the Closing Date at its own expense. Notwithstanding the foregoing, the Significant Shareholder shall only have the right to control a Contest as provided in this Section 6.5(g), if the Significant Shareholder first acknowledges to Purchaser, in writing, its obligation to indemnify Purchaser for any Taxes of the Company (other than Taxes attributable to a Post-Closing Tax Consequence) due as a result of such Contest and demonstrates her ability to satisfy liabilities arising from such obligation; provided, that if the Significant Shareholder does not provide such acknowledgement and demonstrate such ability, the Significant Shareholder shall nonetheless be entitled to participate in such Contest at Significant Shareholder’s sole cost and expense. For the avoidance of doubt, the preceding sentence shall not apply to (i.e., the Significant Shareholder need not acknowledge an obligation to indemnify Purchaser for) income Taxes payable by the stockholders of the Company as a result of the Company being an S corporation for federal or state income tax purposes prior to the Closing or for a Covered Tax Matter to the extent of the remaining Escrow Funds. For the further avoidance of doubt, all Contests involving Taxes o...
Tax Audits and Contests. Purchaser and the Company, on the one hand, and the Seller, on the other hand, shall promptly notify each other upon, and in any event within ten (10) days following, 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 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 of the Company referred to herein as a “Tax Contest”). Any failure to so notify the other party of any Tax Contest shall not relieve such other party of any liability with respect to such Tax Contest except to the extent such party was actually and materially prejudiced as a result thereof.
Tax Audits and Contests. (i) After the Closing, unless Buyer has previously received written notice from Stockholder, Buyer shall promptly notify the Stockholder in writing within ten (10) Business Days of receipt of any demand, claim or notice of the commencement of an audit or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to any Acquired Company, the Purchased Assets or the Business relating to Taxes (“Contest”) that are or may be the Seller Parties’ responsibility under this Agreement (“Seller Contest”) received by any Buyer Party, any Acquired Company or any Affiliate of any of the foregoing, but failure to give such notice shall not relieve the Seller Parties of any liability hereunder except to the extent, if any, that the rights of Seller Parties with respect to such claim are actually prejudiced. Unless the Stockholder has previously received written notice from Buyer, Stockholder shall promptly notify Buyer of the existence of any Seller Contest within ten (10) Business Days from the receipt by Seller Parties of any written notice of such Seller Contest. The notices described in this paragraph shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax liability.
Tax Audits and Contests. Purchaser shall cause the Target to the extent legally possible to inform Sellers (via Sellers’ Representative) in a timely manner of all tax assessments and notices of tax audits or other proceedings which may give raise to a claim of Purchaser under Section 14.2. In particular, the Purchaser shall cause the Target to notify the Sellers (via Sellers’ Representative) without undue delay (but in no event later than fourteen (14) Business Days) of any tax audit relating to periods (for Tax purposes) ending on or before the Effective Date after the Purchaser or the Target have received the relevant information from the tax authority in writing. Purchaser shall cause the Target to the extent legally possible to provide Seller (via Sellers’ Representative) without undue delay (but in no event later than fourteen (14) Business Days) with all relevant documents and other information reasonably and expressly requested and required by Sellers to evaluate the tax assessments or tax audits and the potential liability of Sellers in connection therewith. If and to the extent that tax audits of the Target relate to Taxes for which the Sellers may be liable under Section 14.2, Sellers shall be given at their request the opportunity to participate, at the Sellers’ expense, in such tax audits and to comment or discuss with Purchaser any and all issues in relation to such tax audits and to propose measures to take or to omit in connection with such tax audit. The Purchaser shall cause the Target to the extent legally possible to carefully consider any such proposal of Sellers’ counsel, accountant or auditor and not to unreasonably reject such proposal.
Tax Audits and Contests. Parent shall give written notice to the Securityholders’ Representative of the receipt of any written notice received by the Company, Parent or any of Parent’s Affiliates which involves the assertion of any claim, or the commencement of any action, in respect of which an indemnity may be sought by the Parent pursuant to Article VIII (a “Tax Claim”); provided, that failure to comply with this provision does not affect Parent right to indemnification hereunder unless the Securityholders are materially prejudiced by such failure. Parent shall control the contest or resolution of any Tax Claim; provided, however, that Parent shall obtain the prior written consent of the Securityholders’ Representative (which consent may not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that the Securityholders’ Representative may participate in the defense of such claim and employ counsel of its choice for such purpose. The Company Securityholders shall solely bear the fees and expenses of such separate counsel.
Tax Audits and Contests. (i) Purchaser shall, or shall cause the Company, to promptly notify Seller of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to the Pre-Closing Tax Period for which Seller may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that the failure of Purchaser to promptly notify Seller of any such Tax Contest shall not forfeit Purchaser’s right to indemnity except to the extent that Seller is prejudiced as a result of the failure or delay in giving such notice. Seller shall have the authority to represent the interests of the Company and shall have control of the defense, compromise or other resolution of any Tax Contest relating to a Pre-Closing Tax Period, not involving any Straddle Period; provided, however, that Purchaser shall be entitled to participate in such Tax Contest at its own expense and Seller shall not settle, compromise and/or concede any portion of such Tax Contest that could reasonably be expected to affect the Tax liability of the Company, its Subsidiaries or Purchaser for any Post-Closing Tax Period or adversely affect the Tax attributes of the Company or its Subsidiaries without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned.
Tax Audits and Contests. The Purchaser shall promptly notify the Seller Representative in writing upon the receipt by the Purchaser, the Company of notice of any audit or any court or administrative Litigation relating to the liability of the Company for Taxes for any period described in Sections 6.3(a) or 6.3(b). The Sellers shall have the right, at their own expense and through counsel of their choosing, to participate in any audit or Litigation relating to a Pre-Closing Tax Period or Straddle Period, and the Sellers shall have the right, at their own expense and through counsel of their choosing reasonably acceptable to the Purchaser, to control any such audit or Litigation that relates to a Pre-Closing Tax Period (including any portion of a Straddle Period that relates to periods prior to the Closing Date). The Purchaser shall have the right, at its own expense, to participate in any audit or Litigation that is controlled by the Sellers, and the Purchaser shall have the right to control any audit or Litigation that is not controlled by the Sellers. The Purchaser shall not agree to settle or cause or permit the Company to settle any audit or Litigation which has the effect of imposing additional Tax liability on the Company with respect to any Pre-Closing Tax Periods or the portion of any Straddle Period that ends on the Closing Date without the advance written consent of the Seller Representative (which consent will not be denied, delayed or conditioned unreasonably). In the event of conflict between the provisions of this Section 6.3(c) and the provisions of Section 8.3 with respect to any potential Liability for Taxes, the provisions of this Section 6.3(c) shall control.
Tax Audits and Contests. (a) Purchaser shall keep Sellers fully informed regarding the commencement of any audit or other proceeding which may give rise to a claim under Section 9.1 above. In particular, Sellers shall be notified by Purchaser of any Tax audit relating to time periods ending on or before the Closing Date without undue delay, however, in any case no later than 10 Business Days after receipt of the relevant information from the Tax authority, but at least 10 Business Days prior to the beginning of such tax audit, after Purchaser or the relevant Company has received the relevant information from the Tax authority, and Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of any correspondence of and with the Tax authorities regarding a Tax against which the Sellers may be obliged to indemnify the Purchaser. Each notification shall be in writing. However, for the avoidance of doubt, the failure of Purchaser to give such notices shall relieve Sellers of their obligations to indemnify Purchaser according to this Section 9 only if and to the extent that the non-compliance of Purchaser with its obligation to give such notices increases the amount of the indemnifyable Taxes according to Section 9.1, whereas Sellers shall bear the burden of proof that the amount of the indemnifyable Taxes is increased by such non-compliance of Purchaser.
