Certain Tax Proceedings. Buyer shall control all audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any of the Company Entities; provided, however, that with respect to any such audit, examination, claim or similar proceeding (i) with respect to any Partnership Income Tax Return or income Tax Return of Blocker for a Tax period ending on or before the Closing Date or for a Tax period that includes the Closing Date, or (ii) the settlement of which is reasonably expected (at the relevant time) to result in Taxes due in excess of $100,000 for which the Company Securityholders are reasonably expected to be required to make an indemnification payment hereunder (any such audit, examination, claim or similar proceeding described in (i) or (ii), “Pre-Closing Audit”), Buyer shall keep Seller Representative reasonably informed of any material developments in the portions of such Pre-Closing Audit relating to the Pre-Closing Tax Period. Buyer shall be entitled to be appointed (or to appoint) the “partnership representative” or similar representative with respect to any Pre-Closing Audit involving the Company and shall be entitled (but not required) to make a “push-out” election under Section 6226 of the Code, and 50 any similar available election, so that any imputed underpayment or other adjustment relating to such Pre-Closing Audit is borne by the Company Sellers (or other applicable partners of the Company during the reviewed year or other relevant taxable period). To the extent this Section 8.6 conflicts with Section 9.6, this Section 8.6 shall control. Neither Buyer nor Blocker nor any Company Entity shall settle any Pre-Closing Audit without the prior written consent of Seller Representative, which consent shall not unreasonably be withheld, conditioned or delayed. This Section 8.6(d), and not Section 9.6, shall control with respect to all Tax audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any of the Company Entities.
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Samples: Securities Purchase Agreement (Sensata Technologies Holding PLC)
Certain Tax Proceedings. In the event Buyer shall control all audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any Affiliate of the Company Entities; provided, however, that with respect to any such audit, examination, claim or similar proceeding Buyer (i) with respect to any Partnership Income Tax Return or income Tax Return of Blocker for a Tax period ending on or before including after the Closing Date or for a Tax period that includes the Closing Date, or (iiSurviving Corporation) the settlement of which is reasonably expected (at the relevant time) to result in Taxes due in excess of $100,000 for which the Company Securityholders are reasonably expected to be required to make an indemnification payment hereunder (any such audit, examination, claim or similar proceeding described in (i) or (ii), “Pre-Closing Audit”), Buyer shall keep Seller Representative reasonably informed receives written notice of any material developments in the portions of such Pre-Closing Audit relating to the Pre-Closing Tax Period. Buyer shall be entitled to be appointed (or to appoint) the “partnership representative” or similar representative Proceeding with respect to any Pre-Closing Audit involving Tax Period of TopCo that would reasonably be expected to result in an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a), Buyer shall inform the Company Sellers’ Representative of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after such receipt. Buyer shall afford the Sellers’ Representative the opportunity to control the conduct of such Tax Proceeding relating to income Taxes (a “Seller-Controlled Tax Proceeding”), with counsel of its own choosing (and at the Sellers’ Representative’s sole cost and expense (for the benefit of the TopCo Sellers)), and to settle or otherwise resolve such Seller-Controlled Tax Proceeding in such manner as the Sellers’ Representative may deem appropriate; provided, that the Sellers’ Representative may not settle such Seller-Controlled Tax Proceeding without Buyer’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Sellers’ Representative shall keep Buyer reasonably informed of any material developments and events in such Seller-Controlled Tax Proceeding (including by promptly forwarding copies to Buyer of any related correspondence) and shall be entitled (but not required) permit Buyer to make a “pushparticipate in such Seller-out” election under Section 6226 Controlled Tax Proceeding and shall consult in good faith with Buyer in connection with the defense or prosecution of any such Seller-Controlled Tax Proceeding. Buyer shall control the Code, and 50 contest or resolution of any similar available election, so that any imputed underpayment or other adjustment Tax Proceeding relating to such Pre-Closing Audit is borne by the Company Sellers (or other applicable partners of the Company during the reviewed year or other relevant taxable period). To the extent this Section 8.6 conflicts with Section 9.6, this Section 8.6 shall control. Neither Buyer nor Blocker nor any Company Entity shall settle any Pre-Closing Audit without Tax Period of TopCo (if such Tax Proceeding is not a Seller-Controlled Tax Proceeding) and any Straddle Periods of TopCo (any such Tax Proceeding, a “Buyer-Controlled Tax Proceeding”); provided, that Buyer shall obtain the prior written consent of Seller Representative, the Sellers’ Representative (which consent shall not be unreasonably be withheld, conditioned or delayed) before entering into any settlement of a Buyer-Controlled Tax Proceeding or ceasing to defend such Buyer-Controlled Tax Proceeding if such settlement or cessation would reasonably be expected to give rise to Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a); and, provided further, that the Sellers’ Representative shall be entitled to participate in the defense of such Buyer-Controlled Tax Proceeding and to employ counsel of its choice for such purpose (the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative (for the benefit of the TopCo Sellers)) if such Buyer-Controlled Tax Proceeding would reasonably be expected to give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a). This Section 8.6(dBuyer shall keep the Sellers’ Representative informed of all material developments and events relating to any Buyer-Controlled Tax Proceeding (including promptly forwarding copies to the Sellers’ Representative of any related correspondence), and not shall consult in good faith with the Sellers’ Representative or the Sellers’ Representative's counsel in connection with the defense or prosecution of any such Buyer-Controlled Tax Proceeding, in each case, if such Buyer-Controlled Tax Proceeding would reasonably be expected to give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.69.1(a). For the avoidance of doubt, this Section 8.1(e) shall control with respect apply, rather than Section 9.2 to all any Seller-Controlled Tax audits, examinations, claims and similar proceedings by a Governmental Entity with respect Proceeding or Buyer-Controlled Tax Proceeding to Taxes the extent of any conflict between such Sections. (f) No Code Section 338 or Tax Returns of Blocker or any of the Company Entities.Section 336(e)
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Certain Tax Proceedings. In the event Buyer shall control all audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any Affiliate of the Company Entities; provided, however, that with respect to any such audit, examination, claim or similar proceeding Buyer (i) with respect to any Partnership Income Tax Return or income Tax Return of Blocker for a Tax period ending on or before including after the Closing Date or for a Tax period that includes the Closing Date, or (iiCompany) the settlement of which is reasonably expected (at the relevant time) to result in Taxes due in excess of $100,000 for which the Company Securityholders are reasonably expected to be required to make an indemnification payment hereunder (any such audit, examination, claim or similar proceeding described in (i) or (ii), “Pre-Closing Audit”), Buyer shall keep Seller Representative reasonably informed receives written notice of any material developments in the portions of such Pre-Closing Audit relating to the Pre-Closing Tax Period. Buyer shall be entitled to be appointed (or to appoint) the “partnership representative” or similar representative Proceeding with respect to any Pre-Closing Audit involving Tax Period of the Company and that would reasonably be expected to result in an Indemnified Tax Loss for which Buyer is entitled to indemnification under Section 7.1(a) or an adjustment to the taxable income, gain, loss, deduction or credit of any Company Seller, Buyer shall be entitled inform the Sellers’ Representative of such Tax Proceeding as soon as possible but in any event within ten (but not required10) Business Days after such receipt. Buyer shall afford the Sellers’ Representative the opportunity to make control the conduct of such Tax Proceeding relating to income Taxes (a “pushSeller-out” election under Section 6226 Controlled Tax Proceeding”), with counsel of its own choosing (and at the Code, Sellers’ Representative’s sole cost and 50 any similar available election, so that any imputed underpayment or other adjustment relating to such Pre-Closing Audit is borne by expense (for the benefit of the Company Sellers (and the TopCo Sellers)), and to settle or other applicable partners of otherwise resolve such Seller-Controlled Tax Proceeding in such manner as the Company during Sellers’ Representative may deem appropriate; provided, that the reviewed year or other relevant taxable period). To the extent this Section 8.6 conflicts with Section 9.6, this Section 8.6 shall control. Neither Buyer nor Blocker nor any Company Entity shall Sellers’ Representative may not settle any Presuch Seller-Closing Audit Controlled Tax Proceeding without the prior Buyer’s written consent of Seller Representative, (which consent shall not be unreasonably be withheld, conditioned delayed or delayedconditioned). This Section 8.6(d), The Sellers’ Representative shall keep Buyer reasonably informed of any material developments and not Section 9.6, events in such Seller-Controlled Tax Proceeding (including by promptly forwarding copies to Buyer of any related correspondence) and shall control permit Buyer to participate in such Seller-Controlled Tax Proceeding and shall consult in good faith with respect to all Tax audits, examinations, claims and similar proceedings by a Governmental Entity Buyer in connection with respect to Taxes the defense or Tax Returns prosecution of Blocker or any of the Company Entities.such Seller-Controlled Tax
Appears in 1 contract
Samples: Acquisition Agreement (Realpage Inc)
Certain Tax Proceedings. In the event Buyer shall control all audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any Affiliate of the Company Entities; provided, however, that with respect to any such audit, examination, claim or similar proceeding Buyer (i) with respect to any Partnership Income Tax Return or income Tax Return of Blocker for a Tax period ending on or before including after the Closing Date or for a Tax period that includes the Closing Date, or (iiSurviving Corporation) the settlement of which is reasonably expected (at the relevant time) to result in Taxes due in excess of $100,000 for which the Company Securityholders are reasonably expected to be required to make an indemnification payment hereunder (any such audit, examination, claim or similar proceeding described in (i) or (ii), “Pre-Closing Audit”), Buyer shall keep Seller Representative reasonably informed receives written notice of any material developments in the portions of such Pre-Closing Audit relating to the Pre-Closing Tax Period. Buyer shall be entitled to be appointed (or to appoint) the “partnership representative” or similar representative Proceeding with respect to any Pre-Closing Audit involving Tax Period of TopCo that would reasonably be expected to result in an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a), Buyer shall inform the Company Sellers’ Representative of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after such receipt. Buyer shall afford the Sellers’ Representative the opportunity to control the conduct of such Tax Proceeding relating to income Taxes (a “Seller-Controlled Tax Proceeding”), with counsel of its own choosing (and at the Sellers’ Representative’s sole cost and expense (for the benefit of the TopCo Sellers)), and to settle or otherwise resolve such Seller-Controlled Tax Proceeding in such manner as the Sellers’ Representative may deem appropriate; provided, that the Sellers’ Representative may not settle such Seller-Controlled Tax Proceeding without Buyer’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Sellers’ Representative shall keep Buyer reasonably informed of any material developments and events in such Seller-Controlled Tax Proceeding (including by promptly forwarding copies to Buyer of any related correspondence) and shall be entitled (but not required) permit Buyer to make a “pushparticipate in such Seller-out” election under Section 6226 Controlled Tax Proceeding and shall consult in good faith with Buyer in connection with the defense or prosecution of any such Seller-Controlled Tax Proceeding. Buyer shall control the Code, and 50 contest or resolution of any similar available election, so that any imputed underpayment or other adjustment Tax Proceeding relating to such Pre-Closing Audit is borne by the Company Sellers (or other applicable partners of the Company during the reviewed year or other relevant taxable period). To the extent this Section 8.6 conflicts with Section 9.6, this Section 8.6 shall control. Neither Buyer nor Blocker nor any Company Entity shall settle any Pre-Closing Audit without Tax Period of TopCo (if such Tax Proceeding is not a Seller-Controlled Tax Proceeding) and any Straddle Periods of TopCo (any such Tax Proceeding, a “Buyer-Controlled Tax Proceeding”); provided, that Buyer shall obtain the prior written consent of Seller Representative, the Sellers’ Representative (which consent shall not be unreasonably be withheld, conditioned or delayed) before entering into any settlement of a Buyer-Controlled Tax Proceeding or ceasing to defend such Buyer-Controlled Tax Proceeding if such settlement or cessation would reasonably be expected to give rise to Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a); and, provided further, that the Sellers’ Representative shall be entitled to participate in the defense of such Buyer-Controlled Tax Proceeding and to employ counsel of its choice for such purpose (the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative (for the benefit of the TopCo Sellers)) if such Buyer-Controlled Tax Proceeding would reasonably be expected to give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a). This Section 8.6(dBuyer shall keep the Sellers’ Representative informed of all material developments and events relating to any Buyer-Controlled Tax Proceeding (including promptly forwarding copies to the Sellers’ Representative of any related correspondence), and not shall consult in good faith with the Sellers’ Representative or the Sellers’ Representative's counsel in connection with the defense or prosecution of any such Buyer-Controlled Tax Proceeding, in each case, if such Buyer-Controlled Tax Proceeding would reasonably be expected to give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.69.1(a). For the avoidance of doubt, this Section 8.1(e) shall control with respect apply, rather than Section 9.2 to all any Seller-Controlled Tax audits, examinations, claims and similar proceedings by a Governmental Entity with respect Proceeding or Buyer-Controlled Tax Proceeding to Taxes or Tax Returns the extent of Blocker or any of the Company Entitiesconflict between such Sections.
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