Common use of Audits of Tax Returns Clause in Contracts

Audits of Tax Returns. At its election, the Representative, on behalf of the Sellers, will have the responsibility for, and the right to control, the audit (i) of any Tax Return of the Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period ending on or prior to the Closing Date and (ii) any Tax Return of the Surviving Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period that includes (but does not end on) the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative and the Purchaser, taking into account Taxes that would be directly payable by the Sellers and any Taxes of the Purchaser or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder), including any disposition of such audit; provided, however, that the Purchaser and the Surviving 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). With respect to all other Tax Returns, the Purchaser and the Surviving Company will have the responsibility for, and the right to control the audit of, such Tax Returns, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to any period (or portion of a period) prior to the Closing, the Representative, on behalf of the Sellers, shall 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 shall not dispose of any audit of any such Tax Return without the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Audits of Tax Returns. At its election, the Representative, on behalf of The Acquiror shall promptly notify the Sellers, will have the responsibility for, and the right to control, the audit (i) ’ Representative in writing of any Tax Return audit of the Company or any of its the Transferred Subsidiaries or the Blocker Corp relating with respect to a taxable Pre-Closing Tax Period. The Sellers’ Representative will have the right (at its election) to control, at the Sellers’ expense, any audit of any tax period ending on or prior to the Closing Date and (ii) any Tax Return of the Surviving Company or any of its the Transferred Subsidiaries ending on or the Blocker Corp relating to a taxable period that includes (but does not end on) before the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative and the Purchaser, taking into account Taxes that would be directly payable by the Sellers and any Taxes of the Purchaser or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder)Date, including any disposition of such audit; provided, however, that the Purchaser Acquiror and the Surviving 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 audit (including any administrative appeals thereof), and the Acquiror’s consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement by the Sellers that could affect the Tax liability of the Acquiror or the Company or any of the Transferred Subsidiaries in any taxable period to the extent such Tax liability is not or would not be solely the liability of the Sellers. With respect to all other Tax Returnsany audit of any tax period not described in the previous sentence, the Purchaser Acquiror and the Surviving Company will have the sole responsibility for, and the right to control the audit of, such Tax Returnsperiods, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to a Pre-Closing Tax Period (including, for the avoidance of doubt, any period (or portion such audit of a period) prior which the Sellers have declined to the Closingassume control), the Representative, on behalf of the Sellers, ’ Representative shall have the right, directly or through its designated representativesright to participate in, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns audit (including any administrative appeals thereof), and approve the Surviving Company shall not dispose disposition of any audit of any such Tax Return without the consent of the Representativeaudit, which consent approval shall not be unreasonably withheld, conditioned or delayed.

Audits of Tax Returns. At its election, the Representative, on behalf of the Sellers, The Shareholder Representative will have (i) the responsibility for, and the right to control, at the Shareholders’ expense, the audit (i) of any federal or state income Tax Return of the Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period ending on or prior to the Closing Date 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 Surviving Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period that includes (but does Straddle Period, which approval shall not end on) the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative and the Purchaser, taking into account Taxes that would be directly payable by the Sellers and any Taxes of the Purchaser unreasonably withheld or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder), including any disposition of such auditdelayed; provided, however, that the Purchaser and the Surviving Company 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). With respect to all other Tax Returns, the Purchaser and the Surviving Company will have the responsibility for, and the right to control the audit of, such Tax Returns, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to any period (or portion of a period) prior to the Closing, the Representative, on behalf of the Sellers, shall 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 shall not dispose of any audit of any such Tax Return without will have the consent of the Representativeright to approve, which consent approval shall not be unreasonably withheld, conditioned 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.

Audits of Tax Returns. At its election, the Representative, on behalf of Purchaser shall notify the Sellers, will have the responsibility for, ’ Representative promptly upon becoming aware of any audit or contest (and the right to control, the no later than five (5) days after receiving written notice of such audit (ior contest) of regarding any Tax Return of the Company or any of its Subsidiaries XX Xxxxxxx or the Blocker Corp APN Entities relating to a taxable period ending on Pre-Closing Tax Period or prior Straddle Period if such audit or contest (i) relates to the Closing Date and amount or existence of a Tax Asset, (ii) otherwise would reasonably be expected to affect the amount of any payment to XX Xxxxxxx Seller or the Sellers’ Representative pursuant to Section 7.7(d) or Section 7.7(h), or (iii) relates to any Tax Return reflecting income or loss of the Surviving Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period that includes (but does not end on) the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative and the Purchaser, taking into account Taxes an APN Entity that would be directly payable by “flow-through” to the Sellers and any Taxes of Unitholders (each, a “Seller Tax Audit”). Sellers’ Representative shall have the Purchaser or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder), including any disposition of such auditright to control each Seller Tax Audit; provided, however, that the Purchaser and the Surviving Company will have the right, directly or through its designated representativesrepresentatives and at Purchaser’s sole cost and expense, to review in advance and comment upon all submissions made in the course of audits of such any Seller Tax Returns (including any administrative appeals thereof). With respect to all other Tax Returns, the Purchaser and the Surviving Company will have the responsibility for, and the right to control the audit of, such Tax Returns, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to any period (or portion of a period) prior to the Closing, the Representative, on behalf of the Sellers, shall 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 Audit (including any administrative appeals thereof), the Sellers’ Representative shall keep Purchaser reasonably notified regarding the progress of such Seller Tax Audit, and the Surviving Company Sellers’ Representative shall not dispose of settle any audit of any such Seller Tax Return Audit without the consent of the Representative, which consent shall Purchaser (not to be unreasonably unreasonable withheld, conditioned or delayed). If (i) the Sellers’ Representative notifies Purchaser that it will not control a Seller Tax Audit or (ii) the Seller Tax Audit is conducted pursuant to the Internal Revenue Service Compliance Assurance Process, then Purchaser shall control such Seller Tax Audit and the Sellers’ Representative shall have the rights described in the preceding sentence mutatis mutandis.

Audits of Tax Returns. At its election, Each Party agrees to provide written notice to the Representative, on behalf 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, will ’ Representative shall have the responsibility for, and the right to control, the audit (i) of any Tax Return Actions with respect to Pass-Through Tax Returns of the Company or Barteca Entities and the Blockers relating solely to any of its Subsidiaries or the Blocker Corp relating to a taxable Tax period ending on or prior to before the Closing Date and (ii) any Tax Return of the Surviving Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period that includes (but does not end on) the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative and the Purchaser, taking into account Taxes that would be directly payable by the Sellers and any Taxes of the Purchaser or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder)Date, including any disposition or settlement of such auditTax 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 and reasonably informed regarding the Surviving Company will status of such Tax Action; (B) Purchaser shall have the right, directly or through its designated representativesRepresentatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns 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. With 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 all other Tax Returns, the Purchaser Barteca Entities and the Surviving Company will have Blockers; provided, however, that to the responsibility for, and 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 audit of, prior sentence) and would reasonably be expected to adversely impact the Tax liability of the Unitholders (other than any holder of Blocker Units) or the Blocker Sellers in any Tax period: (1) Purchaser shall keep the Sellers’ Representative reasonably informed regarding the status of such Tax ReturnsAction, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to any period (or portion of a period2) prior to the Closing, the Representative, on behalf of the Sellers, ’ Representative shall 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 Action (including any administrative appeals thereof), ) and (3) the Surviving Company shall Sellers’ Representative’s prior written consent (not dispose of any audit of any such Tax Return without the consent of the Representative, which consent shall 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 Purchaser.

Audits of Tax Returns. At The Parent shall or shall cause any of its electionAffiliates to notify the Representative in writing within fifteen (15) Business Days upon receipt of any notice of any pending or threatened audit, notice of deficiency, examination, assessment or any other administrative proceeding or court proceeding initiated by a Taxing Authority relating to any taxable period or portion thereof ending on or prior to the Representative, on behalf of the Sellers, Closing Date. The Representative will have the responsibility for, and the right to control, at its own expense, the audit (iincluding any claims or litigation arising therefrom) of any Income Tax Return of the Company or any of its Subsidiaries or the Blocker Corp Acquired Companies relating to a taxable period ending on or prior to the Closing Date for which the Company Stockholders and (ii) any Tax Return of the Surviving Company or any of its Subsidiaries or the Blocker Corp relating Participating Optionholders have agreed to a taxable period that includes (but does not end on) the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative indemnify Parent pursuant to this Agreement and the Purchaser, taking into account Taxes that would be directly payable by the Sellers and any Taxes of the Purchaser or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder)Participation Agreements, including any disposition of such audit; provided, however, that the Purchaser Parent and the Surviving Company Acquired Companies will have the right, directly or through its their designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Income Tax Returns (including any administrative appeals thereof), and Parent’s consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement by the Representative that could affect the Tax liability of Parent or any of the Acquired Companies in any taxable period after the Closing Date. With respect to all other Tax Returns, the Purchaser Parent and the Surviving Company Acquired Companies will have the sole responsibility for, and the right to control the audit of, such Tax Returns, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to any taxable period (ending on or portion of a period) prior to the ClosingClosing Date, the Representative, on behalf of the Sellers, Representative shall have the right, directly or through its designated representatives, right to review participate in advance and comment upon all submissions made in approve the course disposition of audits of such Tax Returns (including any administrative appeals thereof), and the Surviving Company shall not dispose of any audit of any such Tax Return without the consent of the Representative, (which consent approval shall not be unreasonably withheld, conditioned withheld or delayed) that would adversely affect the Liability of the Company Stockholders and Participating Optionholders to indemnify Parent with respect to Taxes pursuant to this Agreement and the Participation Agreements.