Audits and Other Proceedings. Notwithstanding anything to the contrary in this Agreement, Section 7.7 shall not govern the resolution of any claim by a Governmental Authority in respect of Taxes of the Company or any of its Subsidiaries for which indemnity is provided under this Agreement, and the following procedures shall govern the resolution of any claim by a Governmental Authority in respect of Taxes relating to the Company or any of its Subsidiaries for a Pre-Closing Tax Period (as defined below in Section 7.2(c)(i)) which may give rise to a liability for which the Emdeon Indemnified Persons may have an indemnification claim under this Agreement (a “Pre-Closing Tax Claim”):
(a) If the Emdeon Entities or the Surviving Entity, as the case may be, receives written notice of a Pre-Closing Tax Claim, then the Emdeon Entities or the Surviving Entity, as the case may be, will give the Members’ Representative prompt written notice thereof (provided that the parties acknowledge, for the avoidance of doubt, that the Members’ Representative is not obligated to indemnify any Person hereunder and references to liability of the Indemnifying Person shall be references to claims against the Escrowed Consideration or under the Indemnification Agreements); provided, however, that the failure to notify the Members’ Representative will not relieve any liability owed to the Emdeon Entities, except to the extent that the Members’ Representative demonstrates that the defense of such Third-Party Claim is prejudiced by the Emdeon Entities’ failure to give such notice.
(b) The Members’ Representative will have the right to defend against the Pre-Closing Tax Claim with counsel of its choice reasonably satisfactory to the Emdeon Entities so long as (i) the Members’ Representative notifies the Emdeon Entities in writing within fifteen (15) days after notice of the Pre-Closing Tax Claim that the Members’ Representative will undertake the defense of the Pre-Closing Tax Claim, (ii) the Pre-Closing Tax Claim does not involve Taxes for a period (or portion thereof) other than a Pre-Closing Period and (iii) the Members’ Representative conducts the defense of the Pre-Closing Tax Claim actively and diligently. The Emdeon Indemnified Persons may retain separate co-counsel at their sole cost and expense and participate in the defense of the Pre-Closing Tax Claim. The Emdeon Entities or the Surviving Entity, as the case may be, shall execute all such waivers, powers of attorney and other documents necessary or appropri...
Audits and Other Proceedings. (A) Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Tax authority with respect to Taxes of the Company for which Seller may have an indemnification obligation under Section 7.1, Buyer or the Company, as the case may be, shall promptly notify Seller of such audit or proceeding, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Seller from any indemnification obligation which it may have with respect to Section 7.1, except to the extent that Seller is prejudiced thereby. Seller will have the right, at its option, to control the conduct of all stages of such audit or other administrative or judicial proceeding with representatives of its own choosing with respect to Taxes of Company for which Seller may have an indemnification obligation under Section 7.1. At such time as such request is received by Buyer, Buyer or the Company, as the case may be, will furnish Seller and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable Seller and/or its representatives to control the conduct of such audit or other proceeding. Buyer shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of the Company. Buyer and the Company shall not, and shall not permit any of their Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company for which Seller may have an indemnification obligation under Section 7.1 without the express written consent of Seller.
(B) With respect to any audit or other administrative or judicial proceeding that it controls, Seller (x) shall give prompt notice to Buyer of any Tax adjustment proposed in writing pursuant to any audit or other administrative or judicial proceeding controlled by Seller with respect to the assets or activities of the Company, and (y) shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would bind Buyer or the Company with respect to any Taxes of the Company (other than any such Taxes for which Seller may have an indemnification obligation under Section 7.1) without the express written consent of Buyer, which consent shall not be unreasonably withheld or delayed.
Audits and Other Proceedings. 12.4.1 Following the Closing Date, if an audit or other administrative or Legal Proceeding is initiated by any taxing authority with respect to Tax Returns of the Corporation for any taxable period that ends on or prior to the Closing Date or with respect to Taxes of the Corporation for which Shareholders would be liable pursuant to Section 8.1 (a “Shareholder Controlled Proceeding”), the Purchaser, as the case may be, shall notify the Shareholders in writing of such audit or proceeding. Failure to give such notice shall not relieve the Shareholders from any indemnification obligation which they would have with respect to Section 8.1, except to the extent that the Shareholders are actually and materially prejudiced thereby. The Shareholders will have the right, at their option, to control the conduct of all stages of any Shareholder Controlled Proceeding of which it has received such notice with representatives of its own choosing, provided, however, the Shareholders shall allow the Corporation and its counsel to participate in any audit or other administrative or judicial proceeding to the extent that such audit or proceeding relates to Taxes of the Corporation. At such time as such request is received by the Purchaser, the Purchaser shall furnish the Shareholders with powers of attorney or any other documentation or authorization necessary or appropriate to enable the Shareholders to control the conduct of such audit or other proceeding. The Purchaser shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of the Corporation. The Purchaser shall not, and shall not permit any of their Affiliates (including the Corporation) to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Corporation for which the Shareholders would have an indemnification obligation under Section 8.1 without the express written consent of the Shareholders.
12.4.2 With respect to any audit or other administrative or Legal Proceeding that the Shareholders control, the Shareholders; (i) shall give prompt notice to Purchaser of any Tax adjustment proposed in writing with respect to the assets or activities of the Corporation; and (ii) shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would bind the Purchaser or the Corporation with respect to any Taxes of the Corporation without the express written c...
Audits and Other Proceedings. Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Governmental Authority with respect to Taxes of any of the Company Entities for which the Stockholders would be liable pursuant to Section 12.02, Parent or the applicable Company Entity, as the case may be, shall notify Stockholders’ Representative in writing of such audit or proceeding. Failure to give such notice shall not relieve the Stockholders from any indemnification obligation which they would have with respect to Section 12.02, except to the extent that the Stockholders are actually and materially prejudiced thereby. Subject to the rights of the Stockholders’ Representative and the Stockholders as set forth herein, Parent shall control the conduct of all stages of all audits or other administrative or judicial proceedings with respect to Taxes of the Company Entities. Parent shall not, and shall not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company Entities for which the Stockholders would have an indemnification obligation under Section 12.02 without the express written consent of the Stockholders’ Representative (on behalf of the Stockholders). The Stockholders’ Representative (on behalf of the Stockholders) will have the right, at its option and expense, to participate in any audit or other administrative or judicial proceeding with representatives of its own choosing solely to the extent that such matters pertain to Taxes of the Company Entities for which the Stockholders would have an indemnification obligation under Section 12.02.
Audits and Other Proceedings. No Company Entity (A) is currently the subject of (or a party to) an audit, investigation, examination, or other administrative or judicial proceeding concerning Taxes or (B) has received any written notice from any Taxing Authority of the commencement of such an audit, examination, or proceeding.
Audits and Other Proceedings. From and after the Closing Date, Discovery shall control the conduct of all audits or administrative or judicial proceedings with respect to the Tax liability of the Company or any of its Subsidiaries. With respect to any audit or proceeding controlled by Discovery which could give rise to a claim for payment against the Former Company Stockholders and the Optionholders under Section 6.1, Discovery (i) will afford the HSW Stockholders’ Representative and its counsel a reasonable opportunity to participate at its own expense in the conduct of any such audit or proceeding and (ii) will not, and will not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise which would result in a claim for payment against the Former Company Stockholders and the Optionholders pursuant to this Agreement without the written consent of the HSW Stockholders’ Representative, which consent will not be unreasonably withheld or delayed.
Audits and Other Proceedings. Following the Closing Date, Mark XX xxxl, at its sole cost and expense, control the conduct of all stages of any audit or other administrative or judicial proceeding with respect to (i) the federal Income Tax liability of Mark XX's Consolidated Group, (ii) any unitary, combined or consolidated foreign, state or local Tax Return that includes any of the Audio Products Group Companies and Mark XX xx any of its Affiliates, and (iii) the Tax liability of the Audio Products Group Companies for any tax period ending on or prior to the Closing Date. The Buyer will control the conduct of all other audits or administrative or judicial proceedings with respect to the Tax liability of the Audio Products Group Companies for any tax period or portion thereof. With respect to any audit or other proceeding that it controls, Mark XX (X) will give prompt notice to the Buyer of any Tax adjustment proposed in writing pursuant to any audit or other proceeding controlled by Mark XX xxxh respect to the assets or activities any of the Audio Products Group Companies, provided that the failure to comply with this provision shall not affect any party's right to indemnification hereunder except to the extent such party is materially prejudiced thereby; (B) upon the Buyer's reasonable request will discuss with the Buyer and its counsel the position that Mark XX xxxends to take regarding any issue concerning such assets or activities; and
Audits and Other Proceedings. Following the Closing, AFC will control and allow the Company and the Subsidiary and their counsel to participate, at Buyer's expense, in any audit or other administrative or judicial proceeding of AFC's consolidated, unitary or combined income Tax Returns to the extent that such Tax Returns relate to the Company or the Subsidiary. AFC will not settle any such audit in a manner which would adversely affect the Company or the Subsidiary after the Closing Date without the prior consent of Buyer, which shall not be unreasonably withheld or delayed. Buyer shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of the Company or the Subsidiary for all periods following the Closing.
Audits and Other Proceedings. (a) Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Tax authority with respect to a Pre-Closing Tax Period, Purchaser or the Company, as the case may be, shall promptly notify Shareholder of such audit or proceeding, stating the nature and basis of such claim and the amount thereof, to the extent known. Shareholder will have the right, at its option, to control the conduct of all stages of such audit or other administrative or judicial proceeding with representatives of its own choosing with respect to a Pre-Closing Tax Period. At such time as such request is received by Purchaser, Purchaser or the Company, as the case may be, will furnish Shareholder and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable Shareholder to control the conduct of such audit or other proceeding. Shareholder shall not, and shall not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company with respect to a Pre-Closing Tax Period without the express written consent of Purchaser if the Taxes of the Company, Purchaser or any of their Affiliates is increased other than for a Pre-Closing Tax Period as a consequence of such proposed adjustment or settlement or agreement in compromise. Purchaser shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of the Company. Purchaser and the Company shall not, and shall not permit any of their Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company with respect to a Pre-Closing Tax Period without the express written consent of Shareholder.
(b) With respect to any audit or other administrative or judicial proceeding that it controls, Shareholder (x) shall give prompt notice to Purchaser of any Tax adjustment proposed in writing pursuant to any audit or other administrative or judicial proceeding controlled by it with respect to the assets or activities of the Company, and (y) shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would bind Purchaser or the Company with respect to any Taxes of the Company (other than any such Taxes with respect to a Pre-Closing Tax Period) without the express written consent of Purcha...
Audits and Other Proceedings. The Buyer shall promptly notify the Seller following receipt of any notice of audit or other proceeding relating to any Tax matter for which the Seller may be required to indemnify the Buyer, its Affiliates and the Acquired Entities pursuant to this Agreement (a “Tax Contest” ). No delay by the Buyer shall reduce any of the Seller’s obligations for Indemnified Taxes, except to the extent such delay actually prejudices the Seller. The Seller shall have the right to control any and all audits or other proceedings relating solely to any Pre-Closing Tax Period (other than a Straddle Period). If 49 the Seller assumes such defense, the Seller shall diligently and in good faith keep the Buyer reasonably informed, shall allow the Buyer to participate in the defense thereof (including employing counsel separate from the counsel employed by the Seller), and shall not settle, resolve or abandon such Tax Contest without the prior written consent of the Buyer (which shall not be unreasonably withheld, delayed or conditioned). The Buyer shall control any and all audits or other proceedings relating to any Straddle Period. The Buyer shall diligently and in good faith keep the Seller reasonably informed regarding, shall allow the Seller to participate in the defense of (including employing counsel separate from the counsel employed by the Buyer), and shall not settle, resolve or abandon such Tax Contest without the prior written consent of the Seller (which shall not be unreasonably withheld, delayed or conditioned).
