Common use of Audits and Contests Regarding Taxes Clause in Contracts

Audits and Contests Regarding Taxes. Any party hereto who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, or the Sellers with respect to the Company, which may give rise to liability of another party hereto, shall promptly notify Buyer and the Sellers’ Representatives within ten (10) business days of the receipt of such notice. The parties hereto each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the liability of such other parties (including indemnity obligations hereunder). The Sellers’ Representatives shall have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains to taxable periods ending on or before the Closing Date. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability of any Seller. The Buyer and the Sellers’ Representatives shall be entitled to represent its own interests in light of its responsibilities (including indemnity obligations) for the related Taxes, at its own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Buyer. Except as provided in this Section 13.7, the provisions of Article XII including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, assessment or adjustment relating or other Proceeding related to the Company, Taxes against or the Sellers with respect to the Company, which Company that may give rise to liability a right to indemnification from the Escrow Deposit pursuant to the terms of another party hereto, Article IX shall promptly notify Buyer and the Sellers’ Representatives Seller within ten five (105) business days Business Days of the receipt of such notice. The parties hereto Buyer and the Seller each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding Proceeding to the extent that such audit or proceeding Proceeding could affect the a liability of such other parties any of the Parties (including indemnity obligations hereunder). The Sellers’ Representatives Seller shall have the right to represent the Company’s interests in any Tax audit Proceeding pertaining to Indemnified Taxes or administrative or judicial proceeding Taxes of the Seller and to employ counsel of its choice at the Seller’s expense in such Proceeding, and at Sellers’ expenseto control the disposition of any issue involved in such Proceeding; provided that, but reasonably satisfactory except in the case of a Proceeding relating to Buyer, but only to a Group Return in which the extent such audit or other proceeding pertains to taxable periods ending on or before Company was included for any period through the Closing Date. , the Buyer shall have the right to participate in such proceeding Proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does Proceeding that reasonably would not be expected to affect a potential liability either Indemnified Taxes or Taxes of any the Seller. The Both the Buyer and the Sellers’ Representatives Seller shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings Tax Proceeding involving a taxable period of the Company that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto Date or involving both a taxable period of the communication in advance, Company ending on or before the Closing Date and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any a taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or ending after the Closing Date Date, and no such Proceeding may be settled or compromised by the Seller or the Buyer without prior written the consent of both the Seller and the Buyer, which consent shall not be unreasonably withheld. Except as otherwise provided in this Section 13.76.03(e), the provisions of Article XII IX, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolvedconducted.

Audits and Contests Regarding Taxes. 7.3.1 Any party hereto who Party that receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, Company or the Sellers with respect to the Company, which AIM that may give rise to liability Liability of another party heretoParty hereto (a “Tax Proceeding”), shall promptly notify Buyer and the Sellers’ Representatives other Party within ten (10) business days 10 Business Days of the receipt of such notice; provided, however, that failure to give such notice shall not affect the indemnification obligations under Section 6.1 or 6.3 unless such failure materially prejudices the indemnifying party. The parties hereto Parties each agree to consult with and to keep the each other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding Proceeding to the extent that such audit or proceeding Tax Proceeding could affect the liability a Liability of such other parties Party (including indemnity obligations hereunder). . 7.3.2 The Sellers’ Representatives Seller shall have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding Proceeding and to employ counsel of its the Seller’s choice and at Sellers’ the Seller’s expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding Tax Proceeding pertains to taxable periods ending on or before the Pre-Closing Date. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability of any Seller. The Buyer and the Sellers’ Representatives shall be entitled to represent its own interests in light of its responsibilities (including indemnity obligations) for the related Taxes, at its own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communicationTax Periods. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any taxable Tax period that would affect effect Tax liabilities Liabilities of the Buyer or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Buyerthe Buyer and the Buyer shall have the right to participate in such Tax Proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such Tax Proceeding that does not affect a potential Liability of the Seller. Both the Buyer and the Seller shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any Tax Proceeding involving a Straddle Period that includes but does not end on the Closing Date, provided that neither Party shall communicate with representatives of an auditing Taxing Authority on any substantive matter without advising the other Party of the communication in advance, and if oral, providing the other Party an adequate opportunity to and participate in such communication. Except as provided in this Section 13.77.3, the provisions of Article XII 6 including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, Company or any of its Subsidiaries which may give rise to liability a right to indemnification from the Escrow Deposit pursuant to the terms of another party hereto, Article 9 shall promptly notify Buyer and the Sellers’ Representatives Representative within ten five (105) business days Business Days of the receipt of such notice. The parties hereto Parent and the Representative each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other parties the Parties or the Company Stockholders (including indemnity obligations hereunder). The Sellers’ Representatives Representative shall have the right to represent the Company’s or any of its Subsidiaries’ interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains pertaining to taxable periods ending on or before the Closing Date. Buyer Date and to employ counsel of his choice, but reasonably satisfactory to Parent, at his expense, and control the disposition of any issue involved in such proceeding; provided that Parent shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect either a potential liability of any Sellerthe Company Stockholders or claim for indemnity under Section 9.01. The Buyer Both Parent and the Sellers’ Representatives Company Stockholders (through the Representative) shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period of the Company or any of its Subsidiaries that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto Date or involving both a taxable period of the communication in advance, Company or any of its Subsidiaries ending on or before the Closing Date and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any a taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or ending after the Closing Date Date, and no such audit or proceeding may be settled or compromised by the Representative or Parent without prior written the consent of Buyerboth the Representative and Parent, which consent shall not be unreasonably withheld. Except as provided in this Section 13.76.05(e), the provisions of Article XII 9, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, assessment or adjustment relating or other Proceeding related to Taxes of the Company, Newcos or the Sellers with respect to the CompanyAssigned IPR, which Transferred Assets or the Assumed Liabilities, that may give rise to liability a right to indemnification pursuant to the terms of another party hereto, Article 9 shall promptly notify Buyer and the Sellers’ Representatives other Party within ten five (105) business days Business Days of the receipt of such notice. The parties hereto each agree to Buyer and the Seller shall consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding Proceeding to the extent that such audit or proceeding Proceeding could reasonably be expected to affect the a liability of such other parties either of the Parties (including indemnity obligations hereunder). The Sellers’ Representatives Seller shall have the right to represent the Company’s interests of the Buyer Parties in any Tax audit Proceeding pertaining to Indemnified Pre-Closing Taxes or administrative or judicial proceeding Taxes of the Seller and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains to taxable periods ending on or before the Closing Date. Buyer shall have the right to participate Seller’s expense in such proceeding at its own expenseProceeding, and shall be entitled to control the disposition of any issue involved in such proceeding Proceeding; provided that, the Buyer shall have the right to jointly control any such Proceeding relating solely to the Newcos; provided further that, in any such Proceeding that could affect the Assigned IPR or Transferred Assets for any taxable period after the Closing Date, the Buyer shall have the right to participate in such Proceeding at its own expense and Seller shall not settle such Proceeding in a manner that could reasonably be expected to adversely affect the Buyer Parties without the Buyer’s prior written consent, which does shall not affect a potential liability of any Sellerbe unreasonably withheld, conditioned or delayed. The Both the Buyer and the Sellers’ Representatives Seller shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit Tax Proceeding involving a Straddle Period, or administrative or judicial proceedings involving both a taxable period that includes but does not end of any of the Newcos ending on or before the Closing Date and a taxable period ending after the Closing Date, provided that with respect to any and no such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, Proceeding may be settled or compromised by the Seller Representatives or the Buyer without the consent of both the Seller and the Buyer, which consent shall not agree to any settlement for any taxable period that would affect Tax liabilities of Buyer be unreasonably withheld, conditioned, or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Buyerdelayed. Except as otherwise provided in this Section 13.76.02(d), the provisions of Article XII 9, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolvedconducted.

Audits and Contests Regarding Taxes. Any party hereto who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, ICI which may give rise to liability of another party hereto, shall promptly notify Buyer and the Sellers’ Representatives such other party within ten (10) business days of the receipt of such notice. The parties hereto each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding ("Tax Contest") to the extent that such audit or proceeding Tax Contest could affect the a liability of such other parties (including indemnity obligations hereunder). The Sellers’ Representatives Purchaser shall control any such Tax Contests, except that Seller shall have the right to represent the Company’s its and ICI's interests in any Tax audit or administrative or judicial proceeding Contest , and Seller shall have the right to control the Tax Contest and to employ counsel of its choice and at Sellers’ expensetheir choice, but reasonably satisfactory to BuyerPurchaser, at Seller's expense, but only to the extent such audit or other proceeding pertains to taxable Tax periods ending on or before the Closing DateDate and then only to the extent that any such Tax Contests are related exclusively to the liability for any Taxes, the entire amount of which is owed by Seller hereunder. Buyer In the event that Seller elects to contest an adjustment by paying the Tax at issue and seeking a refund, Seller shall advance the amount of such Tax to Purchaser with such advance being repayable only out of the contest recovery. Purchaser shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect effect a potential liability of any Seller. The Buyer Both Purchaser and the Sellers’ Representatives Seller shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable Tax period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any taxable period that would affect effect Tax liabilities Liabilities of Buyer Purchaser or the Company ICI for any taxable Tax period beginning on or after the Closing Date without prior written consent of BuyerPurchaser. Except as provided in this Section 13.710.3, the provisions of Article XII 8 including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, Company or any of its Subsidiaries which may give rise to liability a right to indemnification pursuant to the terms of another party hereto, Article 10 shall promptly notify Buyer and the Sellers’ Representatives within ten (10) business days Representative of the receipt of such notice. The parties hereto Parent and the Representative each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other parties the Parties or the Company Stockholders (including indemnity obligations hereunder). The Sellers’ Representatives Representative shall have the right to represent the Company’s or any of its Subsidiaries’ interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains pertaining to taxable periods ending on or before the Closing Date. Buyer Date and to employ counsel of his choice, but reasonably satisfactory to Parent, at his expense, and control the disposition of any issue involved in such proceeding; provided that Parent shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability of any Sellerthe Company Stockholders under Section 10.01. The Buyer Both Parent and the Sellers’ Representatives Representative shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period of the Company or any of its Subsidiaries that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto Date or involving both a taxable period of the communication in advance, Company or any of its Subsidiaries ending on or before the Closing Date and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any a taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or ending after the Closing Date Date, and no such audit or proceeding may be settled or compromised by the Representative or Parent without prior written the consent of Buyerboth the Representative and Parent, which consent shall not be unreasonably withheld. Except as provided in this Section 13.77.04(e), the provisions of Article XII 10, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, which Business or an Acquired Subsidiary that may give rise to a liability of another party hereto, the Seller (including a right to indemnification pursuant to the terms of Article IX or under the Tax Covenant) shall promptly notify Buyer and the Sellers’ Representatives Seller within ten five (105) business days Business Days of the receipt of such notice. The parties hereto Purchaser and the Seller each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other parties any of the Parties (including indemnity obligations hereunder). The Sellers’ Representatives Seller shall have the right to represent itself, the CompanyBusiness and any Acquired Subsidiary’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains pertaining to taxable periods ending on or before the Closing Date. Buyer Date and to employ counsel of its choice, but reasonably satisfactory to the Purchaser, at the Seller’s expense, and control the disposition of any issue involved in such proceeding; provided, however, the Purchaser shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which that does not affect a potential liability of any Sellerthe Seller (including under Article IX or the Tax Covenant). The Buyer Both the Purchaser and the Sellers’ Representatives Seller shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a Straddle Period of the Business or any Acquired Subsidiary or involving both a taxable period that includes but does not end of the Business or any Acquired Company ending on or before the Closing DateDate and a Straddle Period, provided that and no such audit or proceeding may be settled or compromised by the Seller or the Purchaser without the consent of both the Seller and the Purchaser, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall not have the right to participate in any audit or other proceeding with respect to any such period, no party hereto shall communicate with Representatives income Tax Return of an auditing Taxing Authority on any substantive matter without advising all other parties hereto federal consolidated (or state combined or unitary) group of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, which the Seller Representatives shall not agree to any settlement for any taxable period that would affect Tax liabilities of Buyer is or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Buyerwas a member. Except as provided in this Section 13.710.9, the provisions of Article XII IX, including the provisions therein addressing settlement authority, shall govern the manner in which any Tax audit or administrative or judicial Proceedings proceedings with respect to the Business or an Acquired Subsidiary are conducted and resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, or the Sellers Seller with respect to the Company, which may give rise to liability of another party Party hereto, shall promptly notify Buyer and the Sellers’ Representatives Seller within ten (10) business days of the receipt of such notice. The parties hereto Parties each agree to consult with and to keep the other parties Parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other parties Parties (including indemnity obligations hereunder). The Sellers’ Representatives Seller shall have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its Seller’s choice and at Sellers’ Seller’s expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains to taxable periods ending on or before the Closing Date. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability of any Seller. The Both Buyer and the Sellers’ Representatives Seller shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto neither Party shall communicate with Representatives representatives of an auditing Taxing Authority on any substantive matter without advising all the other parties hereto Party of the communication in advance, and if oral, providing the other parties hereto Party an adequate opportunity to and participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any taxable period that would affect effect Tax liabilities Liabilities of Buyer or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Buyer. Except as provided in this Section 13.78.5, the provisions of Article XII 7 including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, or the Sellers Stockholders with respect to the Company, which may give rise to liability of another party hereto, shall promptly notify Buyer Purchaser and the Sellers’ Representatives Stockholder Representative within ten (10) business days of the receipt of such notice. The parties hereto each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other parties (including indemnity obligations hereunder). The Sellers’ Representatives Stockholder Representative shall have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expenseStockholder Representative’s choice, but reasonably satisfactory to BuyerPurchaser, at Stockholders’ expense, but only to the extent such audit or other proceeding substantially pertains to taxable periods ending on or before the Closing Date. Buyer Purchaser shall have the right to participate in such proceeding at its own Company’s expense, . Purchaser and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability of any Seller. The Buyer and the Sellers’ Representatives Stockholders (through Stockholder Representative) shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its own expenseCompany’s expense with respect to Purchaser and Stockholders’ expense with respect to Stockholders, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives Stockholder Representative shall not agree to any settlement for any taxable period that would affect effect Tax liabilities of Buyer Purchaser or the Company for any taxable period beginning on or after the Closing Date without prior written consent of BuyerPurchaser. Except as provided in this Section 13.712.7(e), the provisions of Article XII Section 11 including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto who receives receives, or whose Affiliate receives, any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to any of the Company, Companies which may give rise to liability a right to indemnification pursuant to the terms of another party hereto, Article VIII shall promptly notify Buyer the Agent and the Sellers’ Representatives Purchaser within ten five (105) business days Business Days of the receipt of such notice. The parties hereto Purchaser and the Agent each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other the parties hereto (including indemnity obligations hereunder). The Sellers’ Representatives Agent shall have the right to represent any of the Company’s Companies’ interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains pertaining to taxable periods ending on or before the Closing Date. Buyer Date and to employ counsel of his choice, but reasonably satisfactory to Purchaser, at his expense, and shall control the disposition of any issue involved in such proceeding; provided that Purchaser shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential claim for indemnity under Section 8.3(b). Notwithstanding the foregoing provisions of this Section 7.6(f), the Agent shall not, without the Purchaser’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax liability of the Purchaser, its Affiliates or (with respect to any Sellertaxable period or portion thereof beginning after the Closing Date) either Company. The Buyer Both Purchaser and the Sellers’ Representatives Sellers (through the Agent) shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period of the Companies that includes but does not end on the Closing Date, provided that with respect to Date or involving both a taxable period of any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, Companies ending on or before the Closing Date and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any a taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or ending after the Closing Date and no such audit or proceeding may be settled or compromised by the Agent or Purchaser without prior written the consent of Buyerboth the Agent and Purchaser, which consent shall not be unreasonably withheld or delayed. Except as otherwise provided in this Section 13.77.6(f), the provisions of Article XII including the provisions therein addressing settlement authority, VIII shall govern the manner in which conduct of any Tax audit or administrative or judicial Proceedings are resolvedproceedings with respect to which an Indemnity Claim may be made.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, assessment or adjustment relating or other Proceeding related to the Company, Taxes against or the Sellers with respect to the Company, which Company that may give rise to liability a right to indemnification pursuant to the terms of another party hereto, Article 9 shall promptly notify Buyer and the SellersStockholders’ Representatives Representative within ten five (105) business days Business Days of the receipt of such notice. The parties hereto Parent and the Stockholders’ Representative each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding Proceeding to the extent that such audit or proceeding Proceeding could affect the a liability of such other parties any of the Parties (including indemnity obligations hereunder). The SellersStockholders’ Representatives Representative shall have the right to control the conduct and settlement of, and represent the Company’s interests in interest in, any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains Proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice, but reasonably satisfactory to Parent for such purpose. Buyer Parent shall have the right to participate in such proceeding Tax Proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which Tax Proceeding that does not relate to or affect a potential liability of any Selleran Indemnified Tax. The Buyer Stockholders’ Representative and the Sellers’ Representatives Parent shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings Tax Proceeding involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.04(e), provided that neither the Stockholders’ Representative nor Parent shall agree to any settlement on behalf of the Company with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter Tax Proceeding without advising all other parties hereto the consent of the communication in advanceother if such settlement would reasonably be expected to affect, and if oralrespectively, providing the other parties hereto any Tax liability of a Parent Indemnified Party that is not an adequate opportunity to participate in such communication. Notwithstanding the foregoingIndemnified Tax, the Seller Representatives shall not agree to or any settlement for any taxable period that would affect Tax liabilities amount of Buyer or the Company for any taxable period beginning on or after the Closing Date without prior written consent of BuyerIndemnified Tax. Except as otherwise provided in this Section 13.76.04(e), the provisions of Article XII 9, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolvedconducted.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Tax audit, assessment, assessment or adjustment relating or other proceeding related to the Company, Taxes against or the Sellers with respect to the Company, which may give rise Company or any Company Subsidiary that relates to liability of another party hereto, any Tax Return or Taxes with respect to taxable periods (or portions thereof) ending on or before the Closing Date shall promptly notify Buyer and the Sellers’ Representatives other Parties within ten five (105) business days of the Business Days after receipt of such notice. The parties hereto Buyer and the Trustee each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the liability of such other parties (including indemnity obligations hereunder)proceeding. The Sellers’ Representatives Trustee shall have the right to represent the Company’s interests in conduct and control any Tax audit or administrative or judicial such proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains to taxable periods ending on or before Trustee’s expense using funds from the Post-Closing Date. Buyer shall have the right to participate Expense Fund in such proceeding at its own expenseproceeding, and shall be entitled to control the disposition of any issue involved in such proceeding which does to the extent such proceeding relates to or affects income Tax Returns of the Company or any Company Subsidiary for a taxable period ending on or before the Closing Date; provided that the Buyer shall have the right to participate in such proceeding through counsel of its choice at its own expense; provided, further, that, the Trustee shall not affect a potential liability of agree to settle or compromise any Sellersuch proceeding without the Buyer’s written consent to the extent such settlement or compromise would expose the Company or the Buyer to any unreimbursed Tax or expense. The In any other case, the Buyer and the Sellers’ Representatives shall be entitled to represent its own interests in light control and conduct proceedings related to Taxes of its responsibilities the Company or any Company Subsidiary for taxable periods (including indemnity obligationsor portions thereof) for the related Taxes, at its own expense, in any audit ending on or administrative or judicial proceedings involving a taxable period that includes but does not end on before the Closing Date, ; provided that with respect to any such period, no party hereto Trustee shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of have the communication in advance, and if oral, providing the other parties hereto an adequate opportunity right to participate in such communication. Notwithstanding proceeding through counsel of its choice at its own expense using funds from the foregoing, the Seller Representatives shall not agree to any settlement for any taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or after the Post-Closing Date without prior written consent of Buyer. Except as provided in this Section 13.7, the provisions of Article XII including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolvedExpense Fund.

Audits and Contests Regarding Taxes. Any party hereto who receives receives, or whose Affiliate receives, any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to any of the Company, Companies which may give rise to liability a right to indemnification pursuant to the terms of another party hereto, Article VIII shall promptly notify Buyer the Agent and the Sellers’ Representatives Purchaser within ten five (105) business days Business Days of the receipt of such notice. The parties hereto Purchaser and the Agent each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other the parties hereto (including indemnity obligations hereunder). The Sellers’ Representatives Agent shall have the right to represent any of the Company’s Companies’ interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains pertaining to taxable periods ending on or before the Closing Date. Buyer Date and to employ counsel of his choice, but reasonably satisfactory to Purchaser, at his expense, and shall control the disposition of any issue involved in such proceeding; provided that Purchaser shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential claim for indemnity under Section 8.3. Notwithstanding the foregoing provisions of this Section 7.6(f), the Agent shall not, without the Purchaser’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax liability of the Purchaser, its Affiliates or (with respect to any Sellertaxable period or portion thereof beginning after the Closing Date) any Company. The Buyer Both Purchaser and the Sellers’ Representatives Sellers (through the Agent) shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period of the Companies that includes but does not end on the Closing Date, provided that with respect to Date or involving both a taxable period of any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, Companies ending on or before the Closing Date and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any a taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or ending after the Closing Date and no such audit or proceeding may be settled or compromised by the Agent or Purchaser without prior written the consent of Buyerboth the Agent and Purchaser, which consent shall not be unreasonably withheld or delayed. Except as otherwise provided in this Section 13.77.6(f), the provisions of Article XII including the provisions therein addressing settlement authority, VIII shall govern the manner in which conduct of any Tax audit or administrative or judicial Proceedings are resolvedproceedings with respect to which an Indemnity Claim may be made.

Audits and Contests Regarding Taxes. Any party hereto who If Buyer or any of its Affiliates receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, which BR-NV's assets or activities that may give rise to a liability of another party heretoParent or the Stockholders (including indemnity obligations hereunder pursuant to the terms of Article VIII) (a “Tax Proceeding”), Buyer shall promptly notify Buyer and the Sellers’ Representatives Seller Representative within ten five (105) business days of the Business Days after receipt of such notice. The parties hereto Buyer and Seller Representative each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any such Tax audit or proceeding Proceeding to the extent that such audit or proceeding Tax Proceeding could affect the a liability of such other parties Parent or any of the Stockholders (including indemnity obligations hereunderunder this Agreement). The Sellers’ Representatives Seller Representative shall have the right right, at the expense of Parent and the Stockholders, to represent the Company’s interests in (i) control any Tax audit Proceeding to the extent that it pertains solely to any taxable period ending on or administrative or judicial proceeding before the Closing Date, and to (ii) employ counsel of its choice and at Sellers’ expensechoice, but reasonably satisfactory to Buyer, but in connection with such Tax Proceeding; provided, that (A) Seller Representative shall only be allowed to control such Tax Proceedings to the extent such audit Seller Representative notifies Buyer of his, her or other proceeding pertains its intent to taxable periods ending on or before the Closing Date. Buyer do so within ten (10) Business Days of receiving Buyer’s notice under this Section 7.6(e) and (B) BR-NV shall have the right to participate in such proceeding Tax Proceeding at its own expense, and BR-NV shall be entitled to control the disposition of any issue involved in such proceeding which Tax Proceeding that does not affect a potential liability of any Seller. The Buyer and Parent or the Sellers’ Representatives shall be entitled to represent its own interests in light of its responsibilities Stockholders (including indemnity obligations) for the related Taxes, at its own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communicationunder Section 8.2). Notwithstanding the foregoing, the Seller Representatives Representative shall not agree settle any Tax Proceeding without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. BR-NV shall control any Tax Proceeding that Seller Representative chooses not to control and any settlement for any taxable period that would affect Tax liabilities of Buyer or the Company for any Proceeding relating to a taxable period beginning on or before and ending after the Closing Date Date. Seller Representative shall have the right to participate in such Tax Proceeding at its own expense and neither Buyer nor BR-NV shall settle any such Tax Proceeding without prior written the consent of BuyerSeller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Except as provided in this Section 13.77.6(e), the provisions of Article XII including the provisions therein addressing settlement authority, VIII (other than Section 8.5(d)) shall govern the manner in which any Tax audit or administrative or judicial Proceedings are conducted and resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, which any Vionic Entity that may give rise to a liability of another party hereto, the Sellers shall promptly notify Buyer and the Sellers’ Representatives Representative within ten (10) business days Business Days of the receipt of such notice; provided, that the failure to provide such notice shall not relieve any Party of their obligations pursuant to this Agreement, unless and only to the extent such Party is adversely and materially prejudiced by such failure. The parties hereto Buyer and the Sellers’ Representative each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such the other parties (including indemnity obligations hereunder)Party. The Sellers’ Representatives Representative shall have the right to represent the Company’s interests of the Vionic Entities in any Tax audit or administrative or judicial proceeding pertaining solely to Pre-Closing Tax Periods and to employ counsel of its choice and choice, who shall be reasonably satisfactory to the Buyer, at the Sellers’ expense, but reasonably satisfactory to Buyer, but only to ; provided that the extent Sellers may not settle or compromise any such audit or other proceeding pertains to taxable periods ending on without the Buyer’s written consent, which consent shall not be unreasonably withheld, conditioned or before delayed; provided further that the Closing Date. Buyer shall have the right to participate in any such audit or proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such audit or proceeding which that does not materially affect a potential liability of any Sellerthe Sellers. The Both the Buyer and the Sellers’ Representatives Representative shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, each at its their own expense, in any Tax audit or administrative or judicial proceedings involving a taxable period of any Vionic Entity that includes but does begins before and ends after the Closing or involving both a taxable period of any Vionic Entity ending prior to or as of the Closing and a taxable period ending after the Closing, and no such audit or proceeding may be settled or compromised by the Sellers’ Representative or the Buyer without the consent of both the Sellers’ Representative and the Buyer, which consent shall not end be unreasonably withheld, conditioned, or delayed. To the extent there is a conflict between the provisions of this Section 8.04(e), on the Closing Dateone hand, provided that and the provisions of Section 11.05, on the other hand, with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any taxable period that would affect Tax liabilities of Buyer audit or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Buyer. Except as provided in this Section 13.7proceeding, the provisions of Article XII including the provisions therein addressing settlement authority, this Section 8.04(e) shall govern the manner in which Tax audit or administrative or judicial Proceedings are resolvedgovern.

Audits and Contests Regarding Taxes. Any party hereto Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, Company or its Subsidiaries which may give rise to liability Liability of another party Party hereto, shall promptly notify Buyer and the Sellers’ Representatives such other Party within ten (10) business days Business Days of the receipt of such notice. The parties hereto Parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding (“Tax Contest”) to the extent that such audit or proceeding Tax Contest could affect the a liability of such other parties Parties (including indemnity obligations hereunder). The Sellers’ Representatives Acquirer shall control any such Tax Contests, except that the Securityholder Representative shall have the right to represent the Company’s or its Subsidiaries’ interests in any Tax audit or administrative or judicial proceeding Contest and to employ counsel of its choice and at Sellers’ expensechoice, but who shall be reasonably satisfactory to BuyerAcquirer, at the Securityholder Representative’s expense, but only to the extent such audit or other proceeding pertains to taxable Tax periods ending on or before the Closing DateDate and then only to the extent that any such Tax Contests are related exclusively to the Liability for any Pre-Closing Taxes, the entire amount of which Securityholder Representative acknowledges in advance in writing is recoverable by Acquirer from the Company Securityholders hereunder. Buyer In the event that the Securityholder Representative elects to contest an adjustment by paying the Tax at issue and seeking a refund, the Company Securityholders shall advance the amount of such Tax to Acquirer with such advance being repayable only out of the contest recovery. Acquirer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability Liability of any Sellerthe Company Securityholders. The Buyer Both Acquirer and the Sellers’ Representatives Securityholder Representative shall be entitled to represent its their own interests in light of its their (or in the case of the Securityholder Representative, the Company Securityholders’) responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable Tax period that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives foregoing neither party shall not agree to any settlement for any taxable period that would affect Tax liabilities Liabilities of Buyer or the Company for any taxable period beginning on or after the Closing Date other party without prior written consent of Buyersuch other party, which consent shall not be unreasonably withheld. This Section 9.3 shall be of no force nor effect for any Tax Contest for which Acquirer shall have waived its right to seek indemnification from the Company Securityholders for any Taxes arising out of such Tax Contest. Except as provided in this Section 13.79.3, the provisions of Article XII 6 including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. Any party hereto Party who receives receives, or whose Affiliate receives, any notice of a pending or threatened Threatened Tax audit, assessment, or adjustment relating to the Company, against or the Sellers with respect to the Company, Company or any of its Subsidiaries which may give rise to liability a right to indemnification from the Escrow Deposit pursuant to the terms of another party hereto, Article 10 shall promptly notify Buyer and the Sellers’ Representatives within ten (10) business days Representative of the receipt of such notice, and in no event in not more than ten (10) Business Days from the receipt of such notice. The parties hereto Parent and the Representative each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the a liability of such other parties the Parties or the Company Stockholders (including indemnity obligations hereunder). The Sellers’ Representatives Representative shall have the right to represent the Company’s or any of its Subsidiaries’ interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice and at Sellers’ expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains pertaining to taxable periods ending on or before the Closing Date. Buyer Date and to employ counsel of his choice, but reasonably satisfactory to Parent, at his expense, and control the disposition of any issue involved in such proceeding; provided that Parent shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect either a potential liability of any Sellerthe Company Stockholders or claim for indemnity under Section 10.01. The Buyer Both Parent and the Sellers’ Representatives Company Stockholders (through the Representative) shall be entitled to represent its their own interests in light of its their responsibilities (including indemnity obligations) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period of the Company or any of its Subsidiaries that includes but does not end on the Closing Date, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto Date or involving both a taxable period of the communication in advance, Company or any of its Subsidiaries ending on or before the Closing Date and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. Notwithstanding the foregoing, the Seller Representatives shall not agree to any settlement for any a taxable period that would affect Tax liabilities of Buyer or the Company for any taxable period beginning on or ending after the Closing Date Date, and no such audit or proceeding may be settled or compromised by the Representative or Parent without prior written the consent of Buyerboth the Representative and Parent, which consent shall not be unreasonably withheld. Except as provided in this Section 13.77.05(e), the provisions of Article XII 10, including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.

Audits and Contests Regarding Taxes. (a) Any party hereto who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, or the Sellers with respect to the Company, which may give rise to liability of another party hereto, shall promptly notify Buyer and the Sellers’ Representatives Sellers within ten (10) business days Business Days of the receipt of such noticenotice provided, however, that no failure or delay on the part of Buyer or the Company lvi to notify Sellers shall relieve Sellers of any liability or obligation under this Agreement, except to the extent that Sellers are materially prejudiced as a consequence of such failure. The parties hereto each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect the liability of such other parties (including indemnity obligations hereunder). The Sellers’ Representatives . (b) Sellers shall have the right (but not the obligation) to represent the Company’s 's interests in (and control) any Tax audit or administrative or judicial proceeding and to employ counsel of its choice choice, and at Sellers’ ' expense, but reasonably satisfactory to Buyer, but only to the extent such audit or other proceeding pertains to taxable periods ending on or before the Closing Date. Buyer shall have the right to participate in each such audit and proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such audit and proceeding which does not affect a potential liability of any Seller. The In the event that Sellers do not elect to control any such audit or proceeding relating to a taxable period ending on or prior to the Closing Date, Buyer shall represent the Company's interest (and control) such audit or proceeding, at the expense of Seller, and Seller shall have the right to participate in any such audit or proceeding, at its own expense. (c) Buyer, on the one hand, and Sellers’ Representatives , on the other hand, shall be entitled to represent its their own respective interests in light of its their respective responsibilities (including indemnity obligationsobligations under this Agreement) for the related Taxes, at its their own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing DateStraddle Period, provided that with respect to any such period, no party hereto shall communicate with Representatives of an auditing Taxing Authority on any substantive matter without advising all other parties hereto of the communication in advance, and if oral, providing the other parties hereto an adequate opportunity to participate in such communication. . (d) Notwithstanding anything in this Agreement to the foregoingcontrary, the Seller Representatives Sellers shall not agree to any settlement for any taxable period that would could reasonably be expected to affect Tax liabilities of Buyer or the Company for either (i) the portion of any Straddle Period beginning after the Closing Date (determined in accordance with the principles of Section 13.2) or (ii) any taxable period beginning on or after the Closing Date Date, in each case, without prior written consent of Buyer. Buyer unless, in each case, Sellers indemnify Buyer for any net increase in such Tax liabilities resulting from such settlement. (e) Except as provided in this Section 13.713.10, the provisions of Article XII including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial Proceedings proceedings are resolved.