Audits of Tax Returns. No Tax Return of the Company is currently under audit or examination by any taxing authority, and the Company has not received a written notice stating the intention of any taxing authority to conduct such an audit or examination. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents’ reports related to any prior audits and examinations are attached as part of Section 4.11 of the Disclosure Schedule.
Audits of Tax Returns. Each Party agrees to provide written notice to the other Parties within fifteen (15) days of the receipt of any written notice by the first party that involves the assertion of any Tax Action or similar matter relating to any Tax Return of a Barteca Entity or Blocker for any Pre-Closing Tax Period or Straddle Period. Such notice shall specify in reasonable detail the basis for such Tax Action or similar matter and shall include a copy of the relevant portion of any correspondence received from a Tax Authority. The Sellers’ Representative shall have the responsibility for, and the right to control, any Tax Actions with respect to Pass-Through Tax Returns of the Barteca Entities and the Blockers relating solely to any Tax period ending on or before the Closing Date, including any disposition or settlement of such Tax Action to the extent such action would reasonably be expected to adversely impact the Unitholders (other than the Blockers or the Blocker Sellers); provided, however, that (A) the Sellers’ Representative shall keep Purchaser reasonably informed regarding the status of such Tax Action; (B) Purchaser shall have the right, directly or through its designated Representatives, to review in advance and comment upon all submissions made in the course of such Tax Action (including any administrative appeals thereof), (C) Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement, resolution or abandonment of such Tax Action (or any portion thereof) by the Sellers’ Representative that could adversely impact the Tax liability of Purchaser, any of the Blockers or any of the Barteca Entities in any Tax period and (D) the Sellers’ Representative shall not, and shall not cause any Barteca Entity to, elect to apply any provision of the Bipartisan Budget Act of 2015 (or any similar provision of state or local Law) for a taxable year beginning before January 1, 2018. Except as specifically provided in this Section 7.6(c), Purchaser shall have the exclusive right to control any other Tax Action of or with respect to the Barteca Entities and the Blockers; provided, however, that to the extent any such Tax Action relates to a Tax Return of a Barteca Entity or Blocker for any Pre-Closing Tax Period or Straddle Period (other than any Tax Action that the Sellers’ Representative has the right to control pursuant to the prior sentence) and would reasonably be expected to adversely impact the Tax liabil...
Audits of Tax Returns. 12 3.12.8 Period of Assessment.....................................12
Audits of Tax Returns. Except as set forth on Schedule 3.19.8 of the Disclosure Schedule, no Tax Return of the COMPANY is currently under audit or examination by any taxing authority, and the COMPANY has not received a written notice stating the intention of any taxing authority to conduct such an audit or examination by the COMPANY. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents' report related to any prior audits and examinations are attached as part of Schedule 3.19.8 of the Disclosure Schedule.
Audits of Tax Returns. The Sellers will have the responsibility for, and the right to control, at Sellers’ expense, the audit of any federal or state income Tax Return of Company relating to a taxable period ending on or prior to the Closing Date, including any disposition of such audit; provided, however, that Connecture and Company will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof), and Connecture’s consent shall be required for any settlement by the Sellers that could affect the Tax liability of Connecture or any of its Affiliates (including Company) in any taxable period to the extent such Tax liability is not or would not be solely the liability of Sellers. With respect to all other Tax Returns, Connecture and Company will have the sole responsibility for, and the right to control the audit of, such Tax Returns, but, with respect to any federal or state income Tax Return that relates to a taxable period that includes, but does not end on, the Closing Date, the Sellers shall have the right to participate in and approve the disposition of the audit of any such Tax Return, which approval shall not be unreasonably withheld or delayed.
Audits of Tax Returns. Buyer shall promptly notify Representative in writing of any audit, examination or notice of deficiency or other adjustment, assessment or redetermination with respect to Taxes relating to a Pre-Closing Tax Period of the Company or any of its Subsidiaries (a “Tax Contest”). Buyer and the Company shall have the sole responsibility for, and the right to control the audit of, such Tax Contests, but the Representative shall have the right to participate in such Tax Contests, including the right to review in advance and comment upon all submissions made in the course of such Tax Contests (including any administrative appeals thereof) and Buyer shall and shall cause the Company and its Subsidiaries to take into account, in good faith, any such comments. The Representative shall have the right to approve the disposition or settlement of any Tax Contest, which approval shall not be unreasonably withheld, conditioned or delayed to the extent the disposition or settlement of any such Tax Contest could reasonably be expected to impact the Stockholders and/or the Optionholders.
Audits of Tax Returns. No Tax Return of ARM is currently under audit or examination by any taxing authority, and neither the Xxxxxxxx Seller or the Xxxxxx Seller nor ARM has received a written notice stating the intention of any taxing authority to conduct such an audit or examination. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents’ reports related to any prior audits and examinations are attached as part of the ARM Disclosure Schedule 4.11.
Audits of Tax Returns. The Shareholder Representative will have (i) the responsibility for, and the right to control, at the Shareholders’ expense, the audit of any federal or state income Tax Return of the Company relating to a taxable period ending on or prior to the Closing Date, including, without limitation, any disposition of such audit and (ii) the right to participate in and approve the disposition of the audit of any federal or state income Tax Return of the Company relating to a Straddle Period, which approval shall not be unreasonably withheld or delayed; provided, however, that the Surviving Company, at its expense, will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof), and the Surviving Company will have the right to approve, which approval shall not be unreasonably withheld or delayed, any settlement that could affect the Tax Liability of any Acquiring Party or the Surviving Company in any taxable period to the extent such Tax Liability is not solely the liability of the Shareholders. Other than as set forth in this paragraph (c), the Surviving Company will have the sole responsibility for, and the right to control, at the Parent’s expense, the audit of any other Tax Return other than an audit that could give rise to a Liability of the Shareholders for the payment of Taxes.
