Common use of Audits of Tax Returns Clause in Contracts

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 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 Action, (2) 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 such Tax Action (including any administrative appeals thereof) and (3) the Sellers’ Representative’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 Purchaser.

Audits of Tax Returns. Each Party agrees to provide written notice to The Acquiror shall promptly notify the other Parties within fifteen (15) days Sellers’ Representative in writing of any audit of the receipt Company or any of any written notice by the first party that involves the assertion of any Tax Action or similar matter relating Transferred Subsidiaries with respect 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 will have the responsibility for, and the right (at its election) to control, at the Sellers’ expense, any Tax Actions with respect to Pass-Through Tax Returns audit of any tax period of the Barteca Entities and Company or any of the Blockers relating solely to any Tax period Transferred Subsidiaries 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)audit; 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 Acquiror 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 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 Action, (2) the Sellers’ Representative shall 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 such Tax Action audit (including any administrative appeals thereof) ), and (3) the Sellers’ RepresentativeAcquiror’s prior written consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlementsettlement 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 any audit of any tax period not described in the previous sentence, resolution or abandonment the Acquiror and the Company will have the sole responsibility for, and the right to control the audit of, such periods, but, with respect to any Tax Return that relates in part to a Pre-Closing Tax Period (including, for the avoidance of doubt, any such audit of which the Sellers have declined to assume control), the Sellers’ Representative shall have the right to participate in, to review in advance and comment upon all submissions made in the course of such Tax Action audit (including any administrative appeals thereof), and approve the disposition of such audit, which approval shall not be unreasonably withheld, conditioned or any portion thereof) by Purchaserdelayed.

Audits of Tax Returns. Each Party agrees to provide Purchaser shall notify the Sellers’ Representative promptly upon becoming aware of any audit or contest (and no later than five (5) days after receiving written notice to the other Parties within fifteen (15of such audit or contest) 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 regarding any Tax Return of XX Xxxxxxx or the APN Entities relating to a Barteca Entity or Blocker for any Pre-Closing Tax Period or Straddle Period. Such notice shall specify in reasonable detail Period if such audit or contest (i) relates to the basis for such amount or existence of a Tax Action or similar matter and shall include a copy of Asset, (ii) otherwise would reasonably be expected to affect the relevant portion amount of any correspondence received from 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 an APN Entity that would “flow-through” to the Unitholders (each, a “Seller Tax AuthorityAudit”). The Sellers’ Representative shall have the responsibility for, and the right to control, any control each Seller 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)Audit; provided, however, that (A) the Sellers’ Representative shall keep Purchaser reasonably informed regarding the status of such Tax Action; (B) Purchaser shall 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 such any Seller Tax Action Audit (including any administrative appeals thereof), (C) Purchaser’s prior written the Sellers’ Representative shall keep Purchaser reasonably notified regarding the progress of such Seller Tax Audit, and the Sellers’ Representative shall not settle any Seller Tax Audit without the consent of Purchaser (not to be unreasonably unreasonable withheld, conditioned or delayed) shall be required for any settlement, resolution or abandonment of such Tax Action ). If (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 (Di) the Sellers’ Representative shall not, and shall notifies Purchaser that it will not cause any Barteca Entity to, elect to apply any provision of control a Seller Tax Audit or (ii) 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 Seller 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 Audit is conducted pursuant to the 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) Internal Revenue Service Compliance Assurance Process, then Purchaser shall keep the Sellers’ Representative reasonably informed regarding the status of control such Seller Tax Action, (2) Audit and the Sellers’ Representative shall have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made rights described in the course of such Tax Action (including any administrative appeals thereof) and (3) the Sellers’ Representative’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 Purchaserpreceding sentence mutatis mutandis.

Audits of Tax Returns. Each Party agrees The Parent shall or shall cause any of its Affiliates to provide written notice to notify the other Parties Representative in writing within fifteen (15) days of the Business Days upon receipt of any written notice by the first party that involves the assertion of any Tax Action pending or similar matter threatened audit, notice of deficiency, examination, assessment or any other administrative proceeding or court proceeding initiated by a Taxing Authority relating to any Tax Return of a Barteca Entity taxable period or Blocker for any Pre-portion thereof ending on or prior to the 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 AuthorityDate. The Sellers’ Representative shall will have the responsibility for, and the right to control, at its own expense, the audit (including any claims or litigation arising therefrom) of any Income Tax Actions with respect to Pass-Through Tax Returns Return of the Barteca Entities and the Blockers Acquired Companies relating solely to any Tax a taxable period ending on or before prior to the Closing DateDate for which the Company Stockholders and Participating Optionholders have agreed to indemnify Parent pursuant to this Agreement and the Participation Agreements, 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)audit; provided, however, that (A) Parent and the Sellers’ Representative shall keep Purchaser reasonably informed regarding the status of such Tax Action; (B) Purchaser shall Acquired Companies will have the right, directly or through its their designated Representativesrepresentatives, to review in advance and comment upon all submissions made in the course of audits of such Income Tax Action Returns (including any administrative appeals thereof), (C) Purchaserand Parent’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) settlement by the Sellers’ Representative that could adversely impact affect the Tax liability of Purchaser, any of the Blockers Parent or any of the Barteca Entities Acquired Companies in any taxable period after the Closing Date. With respect to all other Tax period Returns, Parent and (D) the Sellers’ Representative shall notAcquired Companies will have the sole responsibility for, 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 the audit of, such Tax Returns, but, with respect to any Tax Return that relates in whole or in part to any taxable period ending on or prior to the prior sentence) and would reasonably be expected to adversely impact Closing Date, 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 Action, (2) 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 the audit of any such Tax Action Return (including any administrative appeals thereof) and (3) the Sellers’ Representative’s prior written consent (which approval shall not to be unreasonably withheld, conditioned withheld or delayed) shall be required for any settlement, resolution or abandonment that would adversely affect the Liability of such Tax Action (or any portion thereof) by Purchaserthe Company Stockholders and Participating Optionholders to indemnify Parent with respect to Taxes pursuant to this Agreement and the Participation Agreements.

Audits of Tax Returns. Each Party agrees to provide written notice to At its election, the other Parties within fifteen (15) days Representative, on behalf 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 , will have the responsibility for, and the right to control, the audit (i) of any Tax Actions with respect to Pass-Through Tax Returns Return of the Barteca Entities and Company or any of its Subsidiaries or the Blockers Blocker Corp relating solely to any Tax a taxable period ending on or before prior to the Closing DateDate 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 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)audit; provided, however, that (A) the Sellers’ Representative shall keep Purchaser reasonably informed regarding and the status of such Tax Action; (B) Purchaser shall Surviving Company will 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 Action Returns (including any administrative appeals thereof). With respect to all other Tax Returns, (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 Purchaser and the Tax liability of Purchaser, any of Surviving Company will have the Blockers or any of the Barteca Entities in any Tax period and (D) the Sellers’ Representative shall notresponsibility for, 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 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 prior sentence) and would reasonably be expected to adversely impact Closing, the Tax liability Representative, on behalf 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 Action, (2) 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 Action Returns (including any administrative appeals thereof) ), and (3) the Sellers’ Surviving Company shall not dispose of any audit of any such Tax Return without the consent of the Representative’s prior written , 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.