Buyer's Items. If such Tax Audit relates to any taxable period, or portion thereof, beginning on or after the Applicable Closing Date or for any Taxes for which Buyer is liable in full under this Agreement, Buyer shall, at its expense, control the defense and settlement of such Tax Audit.
Buyer's Items. If such Tax Audit relates ------------- to any Taxes for which Buyer is liable in full hereunder, Buyer shall at its expense control the defense and settlement of such Tax Audit (including, without limitation, selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner).
Buyer's Items. If such Tax Audit relates to any Taxes for which Buyer is liable in full hereunder, Buyer shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits ox xontest such Tax Audit in any permissible manner).
Buyer's Items. Buyer shall at its expense have the sole right to control defend, prosecute, settle and compromise any audit, assessment, inquiry or claim for Taxes related to PIC or any Subsidiary of PIC (including, without limitation, those relating to any Taxes for any Straddle Period) other than those controlled by the Shareholders' Representative pursuant to Section 12.2(b)(i); provided, that, for a Straddle Period in which the Principal Shareholder may have a Tax liability, no settlement with respect to such Tax liability shall be made without the Shareholders' Representative consent, which consent shall not be unreasonably withheld or delayed. 57
Buyer's Items. If such Tax Audit relates to any Taxes for which Buyer is liable in full hereunder, Buyer shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner); provided, that Buyer shall not settle or otherwise compromise such Tax Audit without APD’s prior written consent if such settlement or compromise could adversely affect in any material respect the Tax Liabilities of APD, the Transferred PMD Companies or any of their Affiliates in a Pre-Closing Tax Period. In no case shall APD or any of its Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without Buyer’s prior written consent.
Buyer's Items. Buyer shall deliver or cause to be delivered to Escrow Agent on or before the date which is one (1) business day prior to the Closing Date:
Buyer's Items. To the extent that a Tax Audit relates to any Post-Closing Tax Period or any Post-Closing Straddle Period, Buyer will, at its expense, control the defense and settlement of such Tax Audit. To the extent that such Tax Audit relating to any Post-Closing Tax Period or Post-Closing Straddle Period could affect the Taxes or Tax Items of Seller or any Acquired Company for any Pre-Closing Straddle Period or Pre-Closing Period, (A) Buyer will allow Seller to participate in such defense and settlement at its expense; (B) Buyer will promptly provide to Seller any written correspondence received from the relevant taxing authority in connection with such Tax Audit; (C) Buyer will provide to Seller for its review any written correspondence, materials or other documentation to be delivered to the relevant taxing authority at least 5 business days prior to such delivery; (D) Buyer will cooperate in good faith and on a commercially reasonable basis with Seller to address any concerns or questions of Seller with respect to such Tax Audit; and (E) neither Buyer nor any Affiliate of Buyer will settle, compromise, or otherwise agree to any resolution of such Tax Audit (or portion thereof) without the prior written consent of Seller, which shall not be unreasonably withheld.
Buyer's Items. If such Tax Audit relates to any Taxes for which the Buyer is liable under this Agreement, the Buyer shall, at its expense, control the defense and settlement of such Tax Audit.
Buyer's Items. Solely to the extent a Tax Audit relates to any Taxes for which Buyer is liable hereunder, Buyer shall at its sole expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, after any good faith consultation with SEE pursuant to Section 6.4(b)(iv) hereof, either pay the Tax claimed and sxx for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner). In no case shall SEE or any of its Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without Buyer’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).
Buyer's Items. Buyer shall at its expense control the defense and settlement of all other Tax Audits related to the Company.
