Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. The Purchaser shall promptly notify the Shareholders following receipt of any notice of audit or other proceeding relating to any federal, state or local Tax Return filed with respect to a Pre-Closing Tax Period or a Straddle Tax Period (the “Prior Period Returns”). The Purchaser shall, at its election, control any and all audits or other proceedings and litigation relating to any Prior Period Return (other than with respect to a Straddle Tax Period), including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed of the status of any such matters. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval (not to be unreasonably withheld, conditioned or delayed); provided, however, that should the Shareholders withhold their consent of any such settlement or compromise, then the Purchaser shall thereafter allow the Shareholders to participate in or, at the Purchaser’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) resulting from such audit or other proceeding or litigation as required pursuant to Section 10.1(a)(iii), and the 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, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigation.

Tax Proceedings. The Purchaser shall promptly notify If, subsequent to the Shareholders following receipt of any Closing, Parent or the Surviving Corporation receives notice of audit or other proceeding relating to any federal, state or local a Tax Return filed Proceeding with respect to a any Pre-Closing Tax Period or a Straddle Tax Period Taxes, then within fifteen (15) days after receipt of such notice, Parent shall notify the “Prior Period Returns”). The Purchaser shall, at its election, control any and all audits or other proceedings and litigation relating to any Prior Period Return (other than with respect to a Straddle Tax Period), including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed Equityholders Representative of the status same and provide the Equityholders Representative with a copy of any such mattersnotice. Notwithstanding Parent shall have the foregoingright to control the conduct and resolution of such Tax Proceeding, the Purchaser shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval (not to be unreasonably withheld, conditioned or delayed); provided, however, that should Parent shall keep the Shareholders withhold 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 such settlement or compromiseTax Proceeding, then the Purchaser shall thereafter allow the Shareholders to participate in or, at the Purchaser’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) resulting from such audit or other proceeding or litigation as required pursuant to this Section 10.1(a)(iii6.8(e), and the Shareholders not Article IX, 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, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigationcontrol.

Tax Proceedings. The Purchaser Stockholders’ Representative shall promptly notify have the Shareholders following receipt of right, at its sole expense, to conduct and control any notice of audit audit, examination, litigation or other proceeding relating to any federal, state or local Tax Return filed with respect to a Pre-Closing Tax Period or a Straddle Tax Period (Taxes that involves any of the “Prior Period Returns”). The Purchaser shallGroup Companies if the audit, at its electionexamination, control any and all audits ligation, or other proceedings and litigation relating related solely to any Prior Period Return (other than with respect to a Straddle the Taxes or Tax Period), including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed Returns of the status Group Companies for a taxable period ending on or prior to the Closing Date which, if determined adversely to the taxpayer or after the lapse of any such matters. Notwithstanding the foregoingtime, the Purchaser shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval could be grounds for indemnification under this Agreement (not to be unreasonably withheld, conditioned or delayedeach a “Tax Proceeding”); provided, however, that should (i) the Shareholders withhold their consent Stockholders’ Representative shall diligently prosecute such Tax Proceeding in good faith, (ii) the Stockholders’ Representative shall keep Parent reasonably informed of the status of developments with respect to such Tax Proceeding, (iii) the Stockholders’ Representative shall not settle, discharge, or otherwise dispose of any such settlement Tax Proceeding without the prior written consent of Parent, which shall not be unreasonably withheld, conditioned, or compromisedelayed, then and (iv) Parent shall have the Purchaser right to fully participate at its own cost in any such Seller Contest. Parent shall thereafter allow control and shall have the Shareholders right to participate in ordischarge, settle, or otherwise dispose of, at the Purchaser’s electionits own expense, control such audit or other proceeding or litigation provided all Tax Proceedings that the Shareholders acknowledge their obligation Stockholders’ Representative does not elect to fully indemnify the Purchaser for all Losses (including Taxes) resulting from such audit or control. Notwithstanding any other proceeding or litigation as required pursuant provision herein, Pxxxxx agrees to Section 10.1(a)(iii), and the Shareholders shall advance cooperate with Stockholders’ Representative to the Purchaser their good faith estimate extent reasonably requested by Stockholders’ Representative in the conduct and control of any Tax Proceeding. In the total anticipated legal costs event of the Purchaser in connection with the continuation of such audit or other proceeding or litigationany conflict between this Section 5.4(h) and Section 8.4, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigationthis Section 5.4(h) shall control.

Tax Proceedings. The Purchaser Parent shall promptly notify the Shareholders following receipt Stockholder Representative in writing of any notice of audit deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other proceeding relating to any federal, state or local claim (a “Tax Return filed Proceeding”) with respect to a any Pre-Closing Tax Period or a Straddle Tax Period (of the “Prior Period Returns”)Company Group. The Purchaser shall, failure to give such notice will not relieve any Indemnifying Party from any obligation under this Agreement except to the extent that such failure materially prejudices such Indemnifying Party. The Stockholders Representative shall have the right to control any such Tax Proceeding that could reasonably be expected to give rise to an indemnification claim by the Parent Indemnified Parties under Section 10.1. Parent shall have the right to participate (at its election, control own expense with its own counsel) in any and all audits or other proceedings and litigation relating such Tax Proceeding that the Stockholders Representative has the right to any Prior Period Return (other than control. The Stockholders Representative shall keep Parent reasonably informed with respect to a Straddle such Tax Period), including the filing of an amended Tax Return, Proceeding and shall keep the Shareholders reasonably informed of the status of not compromise or settle any such matters. Notwithstanding Tax Proceeding without the foregoingprior written consent of Parent, the Purchaser which consent shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval (not to be unreasonably withheld, conditioned or delayed); provided, however, that should . To the Shareholders withhold their consent extent of any such settlement or compromiseconflict between this Section 6.10(g) and Section 10.3, then the Purchaser this Section 6.10(g) shall thereafter allow the Shareholders be controlling with respect to participate in or, at the Purchaser’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) resulting from such audit or other proceeding or litigation as required pursuant to Section 10.1(a)(iii), and the 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, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigationTax Proceeding.

Tax Proceedings. The Purchaser If Hightimes or the Surviving Corporation receives notice of a Tax audit, litigation or other proceeding with respect to any Tax Return for a Pre-Closing Tax Period, then within ten (10) days after receipt of such notice, Hightimes shall promptly notify the Shareholders following receipt Owner of such notice. Hightimes will have the right to control the conduct of any notice of audit Tax audit, litigation or other proceeding relating to the Surviving Corporation. Hightimes shall, however, keep the Owner informed of all developments on a timely basis, shall provide to the Owner copies of any federaland all correspondence received from the Governmental Authority related to such Tax audit, state litigation or local Tax Return filed other proceeding and shall provide the Owner with the opportunity to attend conferences with the Governmental Authority and to review and provide comments with respect to a Pre-Closing written responses provided to the Governmental Authority. Owner shall bear its own costs for participating in such Tax Period or a Straddle Tax Period (the “Prior Period Returns”). The Purchaser shallaudit, at its election, control any and all audits litigation or other proceedings and proceeding, but no other costs. If any of the issues raised in such Tax audit, litigation relating 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 Prior Period Return (such Tax audit, litigation or other than proceeding with respect to a Straddle Tax Period)such issues without the Owner’s written consent, including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed of the status of any such matters. Notwithstanding the foregoing, the Purchaser which consent shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval (not to be unreasonably withheld, conditioned delayed or delayed); provided, however, that should the Shareholders withhold their consent of any such settlement or compromise, then the Purchaser shall thereafter allow the Shareholders to participate in or, at the Purchaser’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) resulting from such audit or other proceeding or litigation as required pursuant to Section 10.1(a)(iii), and the 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, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigationconditioned.

Tax Proceedings. The Purchaser If, subsequent to the Closing, Parent, the Surviving Corporation or the Surviving Company receives notice of a Tax Proceeding with respect to any Tax Return or Taxes of the Company for a Pre-Closing Tax 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 promptly notify the Shareholders following receipt 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 Representative’s own expense) in such Tax Proceeding. Neither Parent, the Surviving Corporation, the Surviving Company nor any notice of audit their Affiliates shall settle, resolve, concede or other proceeding relating to otherwise compromise any federalissue, state matter or local item arising in such Tax Return filed with respect Proceeding (i) related to a Pre-Closing Tax Period that would reasonably be expected to give rise to an indemnity claim pursuant to this Agreement, or a Straddle Tax Period (ii) that concerns the “Prior Period Returns”). The Purchaser shall, at its election, control any and all audits or other proceedings and litigation relating to any Prior Period Return (other than with respect to a Straddle Tax Period), including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed qualification of the status Merger as a “reorganization” within the meaning of any such matters. Notwithstanding Section 368(a) of the foregoingCode, in each case, without obtaining the Purchaser Equityholders Representative’s prior written consent thereto, which shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval (not to be unreasonably withheld, conditioned or delayed); provided, however, that should . In the Shareholders withhold their consent event of any such settlement conflict or compromiseoverlap between the provisions of this Section 6.8(d) and Article IX, then the Purchaser provisions of this Section 6.8(d) shall thereafter allow the Shareholders to participate in or, at the Purchaser’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) resulting from such audit or other proceeding or litigation as required pursuant to Section 10.1(a)(iii), and the 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, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigationcontrol.