Certain Controversies. This Section 7.6(f) and not Section 10.4 will control any inquiry, assessment, Proceeding, or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period of Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of any notice of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Pre-Closing Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Aff...
Certain Controversies. Buyer will, and Buyer will cause the Company and its and their Affiliates to, promptly notify Sellers in writing upon receipt by Buyer, the Company or its or their Affiliates of (i) written notice of any pending or threatened examination, investigation, audit or other similar Proceeding in respect of any Seller Prepared Tax Return, or (ii) the issuance by any Taxing Authority to Buyer, the Company or its or their Affiliates, of a written notice of deficiency, a notice of settlement or reassessment, a proposed adjustment, or the written assertion of any claim or demand concerning any Seller Prepared Tax Return (a “Tax Controversy”). Sellers shall have the right, at their sole cost and expense, to control any such examination, investigation, audit or other Proceeding, assertion or determination by any Taxing Authority, initiate any claim for refund or amended return, and contest, resolve and defend against any deficiency, assessment, settlement, reassessment, adjustment, claim or demand concerning any Seller Prepared Tax Return, provided, however, that if any Tax Controversy would affect any item of income, gain, loss, deduction or credit of Buyer or the Company for any period after the Closing, Sellers shall not settle the portion of the Tax Controversy that relates to such item(s) without Buyer’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned, and Buyer and the Company shall be entitled to attend and participate in any such Tax Controversy at their sole cost and expense.
Certain Controversies. Notwithstanding Section 8.5:
Certain Controversies. Notwithstanding Section 10.03, Buyer shall have the right to control any inquiry, assessment, proceeding or other similar event relating to Taxes for any Straddle Period; provided however, that Sellers, at Sellers’ sole cost and expense, shall have the right to participate in any such inquiry, assessment, proceeding or event.
Certain Controversies. This Section 8.4 and not Section 9.2 will control any Tax Matter. The Buyer has the right to represent or cause to be represented the interests of the Acquired Companies before the relevant Governmental Authority with respect to any audit, inquiry, assessment, Proceeding or other similar event relating to any Pre-Closing Tax Period or Straddle Period (a “Tax Matter”) and has the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. The Seller Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at Sellers’ expense, separate from counsel employed by the Buyer. The Buyer shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Sellers pursuant to Section 9.1 without the prior written consent of the Seller Representative, which consent shall not be unreasonably conditioned, withheld or delayed.
Certain Controversies. If the Company would be required to indemnify the Buyer pursuant to Section 9.1 with respect to a Tax matter then: (i) the Company shall have the right (but not the duty) to participate in the defense of such Tax matter and to employ counsel, at its own expense, separate from counsel employed by the Buyer; (ii) the Buyer shall not enter into any settlement of or otherwise compromise any such Tax matter to the extent that it adversely affects the Tax liability of the Company (including any obligation to indemnify the Buyer for Taxes under this Agreement) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; and (iii) the Buyer will, in good faith, follow the reasonable direction of the Company regarding the conduct of or positions taken in any such proceeding. Section 9.4 also shall apply to Tax matters, but only to the extent not inconsistent with this Section 8.4(c).
Certain Controversies. (i) If a party entitled to indemnification for Taxes pursuant to this Agreement receives a notice of any audit, demand, claim, proposed adjustment, assessment, examination or other administrative or court proceeding (a “Tax Contest”) with respect (in whole or part) to such Taxes, such party shall promptly notify the other party in writing of such Tax Contest and shall describe in reasonable detail (to the extent known by the notifying party) the facts constituting the basis for such Tax Contest, the nature of the relief sought, and the amount of the claimed Damages, if any (the “Tax Claim Notice”); provided, however, that no failure or delay on the part of the party entitled to indemnification to give such notice shall reduce or otherwise affect the 131 obligations or liabilities of the indemnifying party pursuant to this Agreement, except to the extent that such indemnifying party is materially and actually prejudiced thereby.
Certain Controversies. (i) If any Taxing Authority asserts a Tax Claim (or any party to this Agreement otherwise becomes aware of a matter in respect of which a claim for indemnification under Article X is reasonably likely (a “Relevant Matter”)), then the party to this Agreement first receiving notice of such Tax Claim (or that becomes aware of such Relevant Matter) promptly shall provide written notice thereof to the other party; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Agreement, except to the extent that the other party is prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim (or details of the Relevant Matter, as the case may be) and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority.
Certain Controversies. Notwithstanding Section 10.2, the Purchaser (or the Company after the date hereof), at its sole expense, will have the exclusive authority to represent the interests of the Company with respect to any Tax Matter that does not relate solely to a Tax Period before the IRS or any other Tax Authority and will have the sole right to extend or waive the statute of limitations with respect to such a Tax Matter and to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Returns and settling audits; provided, however, that the Purchaser (or the Company after the date hereof) will not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the indemnification obligations of the Seller hereunder without the prior written consent of the Seller, which consent may not be unreasonably withheld or delayed. The Purchaser shall, in good faith, allow the Seller to consult with the Purchaser regarding the conduct of or positions taken in any such proceeding.
Certain Controversies
