Certain Contest Rights. (a) Promptly after the receipt by the Purchaser or its affiliates or the Seller or any of its affiliates, as the case may be (the "Recipient") of a written notice of any demand, claim or circumstance which, after the lapse of time, would or might give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation with respect to which indemnity may be sought under this Article VIII (an "Asserted Tax Liability"), the Recipient shall promptly give notice thereof to the Seller (the "Tax Claim Notice"). The Tax Claim Notice shall contain factual information (to the extent known to the Recipient) describing the Asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority with respect to any such Asserted Tax Liability. If the Purchaser fails to give the Seller notice of an Asserted Tax Liability as required by this Section 8.7(a), and if such failure to give notice results in a detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to Section 8.1 with respect to the Asserted Tax Liability shall be reduced by the amount of such detriment. (b) The Seller may elect to direct, through counsel of its own choosing and at its own expense, the compromise or contest, either administratively or in the courts, of any Asserted Tax Liability other than an Asserted Tax Liability relating to Straddle Periods which shall be jointly controlled. If the Seller elects to direct the compromise or contest of such Asserted Tax Liability, it shall within 30 calendar days (or sooner, if the nature of the Asserted Tax Liability so requires) notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause its Affiliates to cooperate at the Seller's expense, in the compromise or contest of such Asserted Tax Liability and Seller shall cooperate with, consult with and inform the Purchaser with respect to all material developments with respect to any such compromise or contest. The Seller may not enter into on behalf of the Purchaser a settlement agreement with respect to any Asserted Tax Liability without the written consent of the Purchaser, which consent shall not be unreasonably withheld. If the Seller elects not to direct the compromise or contest of an Asserted Tax Liability or fails to notify the Purchaser of its election as herein provided, then the Purchaser may pay, compromise, or contest such Asserted Tax Liability. The Purchaser's settlement or compromise of an Asserted Tax Liability will not affect the Seller's indemnity obligation pursuant to Section 8.1; provided, however, that the Seller will not be obligated to indemnify the Purchaser for expenses (including, but not limited to, legal fees) incurred by the Purchaser in connection with the compromise or contest of an Asserted Tax Liability for which the Seller has acknowledged its indemnity obligation under Section 8.1. In any event, each of the Purchaser and the Seller may participate, at its own expense, in the contest of such Asserted Tax Liability. If the Seller chooses to direct the compromise or contest of such Asserted Tax Liability, then the Purchaser shall promptly empower (by Power of Attorney and such other documentation as may be appropriate) such representative of the Seller as the Seller may designate to represent the Purchaser in any audit, claim for refund, or administrative or judicial proceeding, insofar as such audit, claim for refund or proceeding involves an Asserted Tax Liability for which the Seller would be liable under Section 8.1.
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Samples: Stock Purchase Agreement (Lilly Eli & Co), Stock Purchase Agreement (Rite Aid Corp)
Certain Contest Rights. (a) Promptly after the receipt by Buyer, the Purchaser or its affiliates or the Seller Company or any of its affiliates, as the case may be (the "Recipient") Shareholder of a written notice of any demand, claim or circumstance whichthat, either at such time or after the lapse of time, would or might give rise to a claim an adjustment or the commencement (or threatened commencement) audit of any action, proceeding Tax Return of the Company for periods ending on or investigation with respect prior to which indemnity may be sought under this Article VIII the Closing Date (an "Asserted Tax Liability"“Shareholder Returns”), or Straddle Period Returns, the Recipient party receiving such notice shall promptly give notice thereof to notify the Seller other parties hereunder (the "“Tax Claim Notice"”). The Tax Claim Notice shall contain factual information (to the extent known to the Recipientparty receiving the inquiry or notice from the taxing authority) describing the such demand, claim or circumstance, including any asserted tax liability (an “Asserted Tax Liability Claim”) in reasonable detail and shall include copies of any notice or other document received from any Tax Authority with in respect to of any such Asserted Tax Liability. If the Purchaser fails to give the Seller notice of an Asserted Tax Liability as required by this Section 8.7(a), and if such failure to give notice results in a detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to Section 8.1 with respect to the Asserted Tax Liability shall be reduced by the amount of such detrimentClaim.
(b) The Seller may elect Subject to directBuyer’s right to participate in any tax proceeding as described below, through counsel of its own choosing and the Shareholder Representative, at its own cost and expense, shall have the compromise or contest, either administratively or power and authority (i) to control the conduct of the Company in the courts, respect of any Asserted Tax Liability other than an Asserted Tax Liability relating Claim to Straddle Periods which shall be jointly controlled. If the Seller elects extent it relates to direct the compromise or contest of such Asserted Tax Liabilityany Shareholder Return, it shall within 30 calendar days (or sooner, if the nature of the Asserted Tax Liability so requires) notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause its Affiliates to cooperate at the Seller's expense, in the compromise or contest of such Asserted Tax Liability and Seller shall cooperate with, consult with and inform the Purchaser any Taxes with respect to all material developments which the Shareholders have an obligation to indemnify the Buyer pursuant to Article VII (the costs of any such audit or examination shall be borne by the Surviving Corporation up to $50,000 (so long as Buyer is permitted to fully participate in such proceedings) until the issuance of a notice of deficiency; the costs of any such audit or examination in excess of $50,000 and the costs of any administrative appeal or litigation after the issuance of a notice of deficiency shall be borne by Shareholders), (ii) to determine whether and to what extent to amend any Shareholder Return (including any Short Period Return), and (iii) whether and to what extent the Company shall extend or waive any statute of limitations for the assessment of any Tax with respect to any Shareholder Return. Buyer shall have the right to participate in any Asserted Tax Claim proceedings such compromise tax audit, examination, appeal or contest. The Seller may not enter into on behalf litigation (collectively, a Asserted Tax Claim Proceeding”) at Buyer’s sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Shareholder Representative any such tax proceeding if the amount claimed by the taxing authority in a notice of deficiency would result in a liability to the Company that exceeds the Escrow Amount or, if the resolution of the Purchaser a settlement agreement matter at issue in such tax proceeding could materially adversely affect the Surviving Corporation with respect to any Asserted Tax Liability period after the Closing. In no event shall the Shareholder Representative settle any such tax proceeding without Buyer’s consent if such settlement would materially adversely affect the written consent Company with respect to any period after the Closing or result in any material liability on the part of the Purchaser, Company or such successor in interest for which consent shall the Shareholder Parties are not be unreasonably withheld. If the Seller elects not to direct the compromise or contest of an Asserted Tax Liability or fails to notify the Purchaser of its election as herein provided, then the Purchaser may pay, compromise, or contest such Asserted Tax Liability. The Purchaser's settlement or compromise of an Asserted Tax Liability will not affect the Seller's indemnity obligation pursuant to Section 8.1; provided, however, that the Seller will not be obligated to indemnify the Purchaser Buyer pursuant to Article VII or Article VIII of this Agreement. If Buyer withholds its consent to any proposed settlement to any Asserted Tax Claim (a “Proposed Settlement”), then each such Shareholder’s liability with respect to the subject matter of the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and the Buyer shall be responsible for all expenses (including, but not limited to, legal fees) incurred by the Purchaser thereafter in connection with the compromise or contest of an Asserted Tax Liability for which such tax audit or proceeding except to the Seller has acknowledged its indemnity obligation under Section 8.1. In extent that the final settlement imposes less liability on such Shareholder than the Proposed Settlement would have imposed (taking into account such Shareholder’s share of such expenses).
(c) Subject to the Shareholder Representative’s right to participate in any eventtax proceeding as described below, each of the Purchaser and the Seller may participateBuyer, at its own cost and expense, shall have the power and authority (i) to control the conduct of the Company in respect of any Asserted Tax Claim to the contest extent it relates to any Straddle Period Return., (ii) to determine whether and to what extent to amend any Straddle Period Return, and (iii) whether and to what extent the Company shall extend or waive any statute of limitations for the assessment of any Tax with respect to any Straddle Period Return. The Shareholder Representative shall have the right to participate in any Asserted Tax Claim Proceedings at its sole expense, and, notwithstanding the immediately preceding sentence, to jointly control with the Buyer any such tax proceeding if the amount claimed by the taxing authority in a notice of deficiency could materially adversely effect the Shareholders. In no event shall the Buyer settle any such tax proceeding without the Shareholder Representative’s consent if such settlement would materially adversely affect the Shareholders. If the Shareholders Representative withholds its consent to any Proposed Settlement, then the Shareholders shall indemnify the Buyer for all expenses incurred thereafter in connection with such Asserted Tax Liability. If Claim Proceeding except to the Seller chooses to direct extent that the compromise or contest final settlement imposes less liability on the Company than the Proposed Settlement would have imposed (taking into account Buyer’s share of such Asserted Tax Liability, then the Purchaser shall promptly empower (by Power of Attorney and such other documentation as may be appropriate) such representative of the Seller as the Seller may designate to represent the Purchaser in any audit, claim for refund, or administrative or judicial proceeding, insofar as such audit, claim for refund or proceeding involves an Asserted Tax Liability for which the Seller would be liable under Section 8.1expenses).
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Certain Contest Rights. (a) Promptly after the receipt by Buyer, the Purchaser or its affiliates or the Seller Company or any of its affiliates, as the case may be (the "Recipient") Stockholder of a written notice of any demand, claim or circumstance whichthat, either at such time or after the lapse of time, would or might give rise to a claim an adjustment or the commencement (or threatened commencement) audit of any actionTax Return of the Company for periods (i) ending on or prior to the Closing Date, proceeding or investigation with respect to which indemnity may be sought under this Article VIII (an "Asserted Tax Liability")ii) beginning before and ending after the Closing Date, the Recipient party receiving such notice shall promptly give notice thereof to notify Buyer and the Seller Stockholder Representative (the "Tax Claim Notice"). The Tax Claim Notice shall contain factual information (to the extent known to the Recipientparty receiving the inquiry or notice from the taxing authority) describing the such demand, claim or circumstance, including any asserted tax liability (an "Asserted Tax Liability Claim") in reasonable detail and shall include copies of any notice or other document received from any Tax Authority with in respect to of any such Asserted Tax Liability. If the Purchaser fails to give the Seller notice of an Asserted Tax Liability as required by this Section 8.7(a), and if such failure to give notice results in a detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to Section 8.1 with respect to the Asserted Tax Liability shall be reduced by the amount of such detrimentClaim.
(b) The Seller may elect Each Stockholder, if such Stockholder desires to directcontest any such Asserted Tax Claim, shall through counsel of its such Stockholder's own choosing and at its their own expense, the compromise or contest, either administratively or in the courts, of any Asserted Tax Liability other than an Asserted Tax Liability relating to Straddle Periods which shall be jointly controlled. If the Seller elects to direct the compromise or contest of such Asserted Tax Liability, it shall within 30 calendar days (or sooner, if the nature of the Asserted Tax Liability so requires) notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause its Affiliates to cooperate at the Seller's expense, in the compromise or contest of such Asserted Tax Liability and Seller shall cooperate with, consult with and inform the Purchaser with respect to all material developments with respect to any such compromise or contestClaim. The Seller may not enter into on behalf of the Purchaser a Any settlement agreement with respect to any Asserted Tax Liability without the written consent of the Purchaser, which consent shall not be unreasonably withheld. If the Seller elects not to direct the compromise or contest of an Asserted Tax Liability or fails to notify Claim of the Purchaser Company shall be entered into only upon the written agreement of its election as herein provided, then the Purchaser may pay, compromise, or contest such Asserted Tax Liability. The Purchaser's settlement or compromise of an Asserted Tax Liability will not affect the Seller's indemnity obligation pursuant to Section 8.1; provided, however, that the Seller will not be obligated to indemnify the Purchaser for expenses (including, but not limited to, legal fees) incurred by the Purchaser in connection with the compromise or contest of an Asserted Tax Liability for which the Seller has acknowledged its indemnity obligation under Section 8.1Buyer. In any such event, each of the Purchaser Buyer and the Seller may participate, at its own expense, in the contest of such Asserted Tax Liability. If the Seller chooses to direct the compromise or contest of such Asserted Tax Liability, then the Purchaser Surviving Corporation shall promptly empower and shall cause the Company to empower (by Power power of Attorney attorney and such other documentation as may be appropriate) such representative of the Seller each such Stockholder as the Seller they may designate to represent Buyer, or the Purchaser Surviving Corporation in any audit, claim for refund, or refund or administrative or judicial proceeding, proceeding insofar as such audit, claim for refund or proceeding involves an Asserted Tax Liability Claim. If Buyer withholds its consent to any proposed settlement to any Asserted Tax Claim (a "Proposed Settlement"), then each such Stockholder's liability with respect to the subject matter of the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and Buyer shall be responsible for which all expenses incurred thereafter in connection with the Seller contest of such tax audit or proceeding except to the extent that the final settlement imposes less liability on such Stockholder than the Proposed Settlement would be liable under Section 8.1have imposed (taking into account such Stockholder's share of such expenses).
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Certain Contest Rights. (a) Promptly after the receipt by Buyer, the Purchaser or its affiliates Company or the Seller or any of its affiliates, as the case may be (the "Recipient") Stockholders of a written notice of any demand, claim or circumstance whichthat, either at such time or after the lapse of time, would or might give rise to a claim an adjustment or the commencement (or threatened commencement) audit of any action, proceeding Tax Return of the Company for periods ending on or investigation with respect prior to which indemnity may be sought under this Article VIII the Closing Date (an "Asserted Tax Liability"“Stockholder Returns”), or Straddle Period Returns, the Recipient party receiving such notice shall promptly give in turn provide notice thereof to the Seller (the "“Tax Claim Notice")”) to the other parties hereunder. The Tax Claim Notice shall contain factual information (to the extent known to the Recipientparty receiving the inquiry or notice from the taxing authority) describing the such demand, claim or circumstance, including any asserted tax liability (an “Asserted Tax Liability Claim”) in reasonable detail and shall include copies of any notice or other document received from any Tax Authority with in respect to of any such Asserted Tax Liability. If the Purchaser fails to give the Seller notice of an Asserted Tax Liability as required by this Section 8.7(a), and if such failure to give notice results in a detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to Section 8.1 with respect to the Asserted Tax Liability shall be reduced by the amount of such detrimentClaim.
(b) The Seller may elect Subject to directthe Buyer’s right to participate in any tax proceeding as described below, through counsel of its the Stockholders, at their own choosing cost and at its own expense, shall have the compromise power and authority to control the conduct of the Company in respect of any audit or contestinvestigation relating to the Company for a Pre-Closing Tax Period, either administratively or in the courts, of including without limitation any Asserted Tax Liability other than Claim, to the extent it relates to any Pre-Closing Period Taxes with respect to which the Stockholders have an Asserted Tax Liability relating indemnification obligation pursuant to Straddle Periods which this Agreement. Buyer shall be jointly controlled. If have the Seller elects right to direct the compromise or contest of participate in any such Asserted Tax LiabilityClaim proceedings, it shall within 30 calendar days such as a tax audit, examination, appeal or litigation (or soonercollectively, a “Asserted Tax Claim Proceeding”) at its expense, if the nature resolution of the Asserted Tax Liability so requires) notify matter at issue in such tax proceeding could materially adversely affect the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause its Affiliates to cooperate at the Seller's expense, in the compromise or contest of such Asserted Tax Liability and Seller shall cooperate with, consult with and inform the Purchaser with respect to all material developments Company with respect to any period after the Closing. In no event shall the Stockholders settle any such compromise or contest. The Seller may tax proceeding without Buyer’s consent (which consent shall not enter into on behalf of unreasonably be withheld) if such settlement could materially adversely affect the Purchaser a settlement agreement Company with respect to any period after the Closing or could reasonably be expected to result in any material Liability on the part of the Company or such successor in interest for which the Stockholders are not obligated to indemnify the Buyer pursuant to Section 7.1 of this Agreement. In the event the Stockholders determine not to challenge an Asserted Tax Liability without Claim, to the extent such Claim could have a material adverse effect on the Company with respect to any period after the Closing, the Buyer shall have the right to assume the powers and authority listed in this Section 8.2(b). [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. Notwithstanding anything contrary in this Agreement, then in no event shall Buyer or, after the Closing Date, the Company, settle any audit or investigation relating to Pre-Closing Period Taxes in a manner which could reasonably be expected to cause any Stockholder to incur a liability (by virtue of its indemnification obligations under this Agreement or otherwise) unless the Stockholders provide prior written consent of the Purchaser, (which consent shall not unreasonably be withheld). In the event that the terms of Section 8.2(a) or this Section 8.2(b) are inconsistent with the terms of Section 7.6 hereof, the terms of Section 8.2(a) and this Section 8.2(b) shall control.
(c) Except as provided below, Buyer and the Stockholders, each at their own cost and expense, shall have the right to jointly control the conduct of the Company in respect of any audit or investigation relating to a Straddle Period Tax Return. Buyer and the Stockholders shall jointly participate in any Asserted Tax Claim Proceedings relating to a Straddle Period Tax Return. In the event the Buyer and the Stockholders cannot agree on the resolution of an issue relating to a Straddle Period Tax Return, then the party (Buyer or the Stockholders, as the case may be) that has the greater Tax obligation with respect to such Straddle Period Return shall have the right to control the resolution of such issue (including a settlement of such issue), but only with the consent of the other party, such consent not to be unreasonably withheld. If the Seller elects not to direct the compromise or contest of an Asserted Tax Liability or fails to notify the Purchaser of its election as herein provided, then the Purchaser may pay, compromise, or contest such Asserted Tax Liability. The Purchaser's settlement or compromise of an Asserted Tax Liability will not affect the Seller's indemnity obligation pursuant to Section 8.1; provided, however, that the Seller will not be obligated to indemnify the Purchaser for expenses (including, but not limited to, legal fees) incurred by the Purchaser in connection with the compromise or contest of an Asserted Tax Liability for which the Seller has acknowledged its indemnity obligation under Section 8.1. In any event, each of the Purchaser and the Seller may participate, at its own expense, in the contest of such Asserted Tax Liability. If the Seller chooses to direct the compromise or contest of such Asserted Tax Liability, then the Purchaser shall promptly empower (by Power of Attorney and such other documentation as may be appropriate) such representative of the Seller as the Seller may designate to represent the Purchaser in any audit, claim for refund, or administrative or judicial proceeding, insofar as such audit, claim for refund or proceeding involves an Asserted Tax Liability for which the Seller would be liable under Section 8.1.
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Certain Contest Rights. (a) Promptly after the receipt by the Purchaser or its affiliates or the Seller Parent, Purchaser, Company or any of its affiliates, as the case may be (the "Recipient") Seller of a written notice of any demand, claim or circumstance whichthat, either at such time or after the lapse of time, would or might give rise to a claim an adjustment or the commencement (or threatened commencement) audit of any action, proceeding Tax Return of Company for periods ending on or investigation with respect prior to which indemnity may be sought under this Article VIII the Closing Date (an "Asserted Tax Liability"“Seller Returns”), or Straddle Period Returns, the Recipient party receiving such notice shall promptly give notice thereof to notify the Seller other parties hereunder (the "“Tax Claim Notice"”). The Tax Claim Notice shall contain factual information (to the extent known to the Recipientparty receiving the inquiry or notice from the taxing authority) describing the such demand, claim or circumstance, including any asserted tax liability (an “Asserted Tax Liability Claim”) in reasonable detail and shall include copies of any notice or other document received from any Tax Authority with in respect to of any such Asserted Tax Liability. If the Purchaser fails to give the Seller notice of an Asserted Tax Liability as required by this Section 8.7(a), and if such failure to give notice results in a detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to Section 8.1 with respect to the Asserted Tax Liability shall be reduced by the amount of such detrimentClaim.
(b) The Subject to Parent’s right to participate in any tax proceeding as described below and right to control such proceeding under certain circumstances described below, the Seller may elect to directRepresentative, through counsel of its own choosing and at its own cost and expense, shall have the compromise or contest, either administratively or power and authority (i) to control the conduct of Company in the courts, respect of any Asserted Tax Liability other than an Asserted Tax Liability relating Claim to Straddle Periods which the extent it relates to any Seller Return (the costs of any such audit or examination shall be jointly controlled. If the borne by Sellers), (ii) to determine whether and to what extent to amend any Seller elects to direct the compromise or contest of such Asserted Tax Liability, it shall within 30 calendar days Return (or sooner, if the nature of the Asserted Tax Liability so requires) notify the Purchaser of its intent to do soincluding any Short Period Return), and (iii) whether and to what extent Company shall extend or waive any statute of limitations for the Purchaser shall cooperate and shall cause its Affiliates to cooperate at the Seller's expense, in the compromise or contest assessment of such Asserted any Tax Liability and Seller shall cooperate with, consult with and inform the Purchaser with respect to all material developments with respect to any Seller Return, provided that Seller Representative shall not be permitted to take any such compromise actions that will have an adverse effect on the Company, the Purchaser, the Parent or contest. The Seller may not enter into on behalf their Affiliates without the consent of the Purchaser Parent. Parent shall have the right to participate in any Asserted Tax Claim proceedings such tax audit, examination, appeal or litigation (collectively, a settlement agreement “Asserted Tax Claim Proceeding”) at Parent’s sole expense, and, notwithstanding the immediately preceding sentence, to control any such tax proceeding if the amount claimed by the taxing authority in a notice of deficiency would result in a liability to Company that exceeds the balance of the Escrow Account or, if the resolution of the matter at issue in such tax proceeding could reasonably be expected to adversely affect Company, the Purchaser, the Parent or their Affiliates with respect to any Asserted Tax Liability period after the Closing. In no event shall the Seller Representative settle any such tax proceeding without Parent’s consent if such settlement would adversely affect Company with respect to any period after the written consent Closing or result in any liability on the part of the Company, the Purchaser, the Parent or any of their Affiliates for which the Seller Parties are not obligated to indemnify the Purchaser pursuant to Article 11 of this Agreement; provided that Parent’s consent shall be required if the payment of the amount of such settlement plus the amounts of any additional pending claims for which the Purchaser Parties are entitled to indemnification pursuant to this Article 11 is greater than the amount remaining in the Indemnity Escrow Account.
(c) Subject to the Seller Representative’s right to participate in any tax proceeding as described below, the Parent, at its own cost and expense, shall have the power and authority (i) to control the conduct of Company in respect of any Asserted Tax Claim to the extent it relates to any Straddle Period Return, (ii) to determine whether and to what extent to amend any Straddle Period Return, and (iii) whether and to what extent Company shall extend or waive any statute of limitations for the assessment of any Tax with respect to any Straddle Period Return. The Seller Representative shall have the right to participate in any Asserted Tax Claim Proceedings at its sole expense. In no event shall the Company settle any such tax proceeding without Seller Representative’s consent if such settlement would materially and adversely affect the Sellers with respect to any period prior to the Closing; provided that Seller Representative’s consent shall not be unreasonably withheld. If the withheld or delayed and Seller elects Representative shall not be required to direct the compromise or contest of an Asserted consent if any Tax Liability or fails to notify the Purchaser of its election as herein provided, then the Purchaser may pay, compromise, or contest such Asserted Tax Liability. The Purchaser's settlement or compromise of an Asserted Tax Liability will not affect the Seller's indemnity obligation pursuant to Section 8.1; provided, however, position that the Seller will not be obligated to indemnify the Purchaser for expenses (including, but not limited to, legal fees) incurred by the Purchaser Company takes in connection with such settlement is consistent with the compromise or contest past practices of an Asserted Tax Liability for which the Seller has acknowledged its indemnity obligation under Section 8.1. In any eventParent, each of the Purchaser and or the Seller may participate, at its own expense, in the contest Company or is consistent with prudent practices of such Asserted Tax Liability. If the Seller chooses to direct the compromise or contest of such Asserted Tax Liability, then the Purchaser shall promptly empower (by Power of Attorney and such other documentation as may be appropriate) such representative of the Seller as the Seller may designate to represent the Purchaser in any audit, claim for refund, or administrative or judicial proceeding, insofar as such audit, claim for refund or proceeding involves an Asserted Tax Liability for which the Seller would be liable under Section 8.1similarly situated business entities.
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Certain Contest Rights. (a) Promptly after the receipt by Buyer, the Purchaser or its affiliates or the Seller Company or any of its affiliates, as the case may be (the "Recipient") Shareholder of a written notice of any demand, claim or circumstance whichthat, either at such time or after the lapse of time, would or might give rise to a claim an adjustment or the commencement (or threatened commencement) audit of any actionTax Return of the Company for periods (i) ending on or prior to the Closing Date, proceeding or investigation with respect to which indemnity may be sought under this Article VIII (an "Asserted Tax Liability")ii) beginning before and ending after the Closing Date, the Recipient party receiving such notice shall promptly give notice thereof to notify the Seller other parties hereunder (the "Tax Claim Notice"). The Tax Claim Notice shall contain factual information (to the extent known to the Recipientparty receiving the inquiry or notice from the taxing authority) describing the such demand, claim or circumstance, including any asserted tax liability (an "Asserted Tax Liability Claim") in reasonable detail and shall include copies of any notice or other document received from any Tax Authority with in respect to of any such Asserted Tax Liability. If the Purchaser fails to give the Seller notice of an Asserted Tax Liability as required by this Section 8.7(a), and if such failure to give notice results in a detriment to the Seller, then any amount which the Seller is otherwise required to pay the Purchaser pursuant to Section 8.1 with respect to the Asserted Tax Liability shall be reduced by the amount of such detrimentClaim.
(b) The Seller may elect Each Shareholder, if such Shareholder desires to directcontest any such Asserted Tax Claim, shall through counsel of its such Shareholder's own choosing and at its their own expense, the compromise or contest, either administratively or in the courts, of any Asserted Tax Liability other than an Asserted Tax Liability relating to Straddle Periods which shall be jointly controlled. If the Seller elects to direct the compromise or contest of such Asserted Tax Liability, it shall within 30 calendar days (or sooner, if the nature of the Asserted Tax Liability so requires) notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause its Affiliates to cooperate at the Seller's expense, in the compromise or contest of such Asserted Tax Liability and Seller shall cooperate with, consult with and inform the Purchaser with respect to all material developments with respect to any such compromise or contestClaim. The Seller may not enter into on behalf of the Purchaser a Any settlement agreement with respect to any Asserted Tax Liability without the written consent of the Purchaser, which consent shall not be unreasonably withheld. If the Seller elects not to direct the compromise or contest of an Asserted Tax Liability or fails to notify Claim of the Purchaser Company shall be entered into only upon the written agreement of its election as herein provided, then the Purchaser may pay, compromise, or contest such Asserted Tax Liability. The Purchaser's settlement or compromise of an Asserted Tax Liability will not affect the Seller's indemnity obligation pursuant to Section 8.1; provided, however, that the Seller will not be obligated to indemnify the Purchaser for expenses (including, but not limited to, legal fees) incurred by the Purchaser in connection with the compromise or contest of an Asserted Tax Liability for which the Seller has acknowledged its indemnity obligation under Section 8.1Buyer. In any such event, each of the Purchaser Buyer and the Seller may participate, at its own expense, in the contest of such Asserted Tax Liability. If the Seller chooses to direct the compromise or contest of such Asserted Tax Liability, then the Purchaser Surviving Corporation shall promptly empower and shall cause the Company to empower (by Power power of Attorney attorney and such other documentation as may be appropriate) such representative of the Seller each such Shareholder as the Seller they may designate to represent Buyer, or the Purchaser Surviving Corporation in any audit, claim for refund, or refund or administrative or judicial proceeding, proceeding insofar as such audit, claim for refund or proceeding involves an Asserted Tax Liability Claim. If Buyer withholds its consent to any proposed settlement to any Asserted Tax Claim (a "Proposed Settlement"), then each such Shareholder's liability with respect to the subject matter of the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and the Buyer shall be responsible for which all expenses incurred thereafter in connection with the Seller contest of such tax audit or proceeding except to the extent that the final settlement imposes less liability on such Shareholder than the Proposed Settlement would be liable under Section 8.1have imposed (taking into account such Shareholder's share of such expenses).
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