Audits and Claims Sample Clauses

Audits and Claims. (a) The Sellers' Representative shall have the right to control the conduct of any audit, examination, investigation or administrative, court or other Proceeding related to Taxes of the Company for any Pre-Closing Tax Period, other than a Straddle Period ("Pre-Closing Tax Proceeding"). Buyer shall be entitled to attend and participate in any such Pre-Closing Tax Proceeding at its sole cost and expense and shall be permitted to receive copies of any pleadings, correspondence, and other documents as Buyer may reasonably request. Buyer shall have the right to consent to any settlement related to a Pre-Closing Tax Proceeding if such settlement could increase the Taxes of the Company, Buyer or any Affiliate thereof for any period (or portion thereof) beginning on or after the Closing Date, with such consent not to be unreasonably withheld. Any dispute with respect thereto shall be referred to the Accounting Firm for binding resolution. (b) Buyer shall have the right to control the conduct of any audit, examination, investigation or administrative, court or other Proceeding related to Taxes of the Company for any Straddle Period ("Straddle Period Tax Proceeding"). The Sellers' Representative shall be entitled to attend and participate in any such Straddle Period Tax Proceeding at its sole cost and expense and shall be permitted to receive copies of any pleadings, correspondence, and other documents as the Sellers' Representative may reasonably request. The Sellers' Representative shall have the right to consent to any settlement related to a Straddle Period Tax Proceeding if the Sellers' Representative is obligated to indemnify Buyer with respect thereto in accordance with the provisions hereof, with such consent not to be unreasonably withheld. Any dispute with respect thereto shall be referred to the Accounting Firm for binding resolution. (c) In the event of a conflict between the provisions of this Section 8.5 and the provisions of Section 7.3, the provisions of this Section 8.5 shall control.

Audits and Claims. No claims, actions, audits or other proceedings with any Taxing Authority are presently pending or, to the Knowledge of Seller, threatened in respect of any Taxes of Seller relating to the Business, the Patent Assets or the Non-Patent Assets. There are no outstanding waivers extending the statutory period of limitation relating to such Taxes.

Audits and Claims. 8.5.1 Buyer shall have the right (at Buyer’ cost and expense) to control the conduct of any audit, examination, investigation or administrative, court or other Proceeding (“Tax Proceedings”). The Representative shall be entitled to attend and participate in any such Tax Proceedings at the Representative’ sole cost and expense if such Tax Proceedings could result in a claim for indemnification for any Tax against Securityholders hereunder. 8.5.2 If Buyer or the Representative receive any written or oral communication with respect to a Tax claim for which the other Party has potential liability under the terms of this Agreement, then such Party shall promptly notify the other Party hereto in writing of the existence of such Tax claim.

Audits and Claims. Company Group shall have the right (at Company Group’s sole risk, cost and expense) to control the conduct of any audit, examination, investigation or administrative, court or other proceeding related to any Tax or Tax Returns for any Pre-Closing Tax Period (“Company Group Tax Proceeding”). For the avoidance of doubt, among the Company Group, the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pre-Closing Holders shall control any Company Group Tax Proceeding relating solely to ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pre-Closing Holders shall control all other Company Group Tax Proceedings. If the Company Group does not assume the defense of any such proceeding or fails to acknowledge its liability, the Acquiror may defend the matter in good faith but may not settle any such Company Group Tax Proceedings in a manner which would have any adverse impact on any Pre-Closing Holder without the prior written consent of the Pre-Closing Holders that would be so impacted, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company Parties shall not agree to any settlement concerning Taxes for a Pre-Closing Tax Period which may materially and adversely impact Acquiror, the Company Group, the Surviving ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entity, or the Surviving ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entity for a Post-Closing Tax Period without the prior consent of Acquiror, such consent not to be unreasonable withheld, conditioned or delayed. Acquiror shall have the right to be kept informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of any Company Group Tax Proceeding (through attendance at meetings) which would have a material and adverse impact on Acquiror, the Company Group, the Surviving ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entity, or the Surviving ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entity in a Post-Closing Tax Period at its own expense, including through its own counsel and other professional experts.