Common use of Conduct of Audits and Other Procedural Matters Clause in Contracts

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent shall, at its own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror shall control such Tax Proceedings and shall consult in good faith with Target as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify for Taxes without the prior consent of the Shareholders' Agent, which will not be unreasonably withheld. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax ProceedingsPROCEEDINGS") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with sole payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror SVG shall control such Tax Proceedings and shall consult in good faith with Target as Watkxxx-Xxxxxxx xx to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Watkxxx-Xxxxxxx xxxll reimburse SVG for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldWatkxxx-Xxxxxxx xx liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 5.10 with respect to the subject matter of any notification not timely forwarded, but only to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent Parent or Acquiror, as the case may be, shall, at its own expense, control any audit or examination by any taxing authorityTax Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") ), for any taxable period or for any Taxes for which that such party is charged with payment or indemnification responsibility under this Agreement. Each party Parent or Acquiror, as the case may be, shall promptly forward to the other in accordance with Section 11.1 party all written notifications and other written communications, including (if available available) the original envelope showing any postmark, from any taxing authority Tax Authority received by such party (or its Affiliates affiliates) relating to any liability for Taxes for any taxable period or for any Taxes for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. The indemnifying party shall promptly notify, and consult with, each the indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another the indemnified party. The indemnified party and shall not enter into any closing agreement or final settlement with any taxing authority Tax Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Dateindemnifying party. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror and Parent shall control jointly such Tax Proceedings and shall consult in good faith with Target each other as to the conduct of such Tax Proceedings and not Proceedings. Neither party shall settle any Tax such Proceedings on terms that would result in the Shareholders having an obligation relating to indemnify for Taxes a Straddle Period without the prior consent of the Shareholders' Agent, which will not be unreasonably withheldother party. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its indemnification obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with sole payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror SVG shall control such Tax Proceedings and shall consult in good faith with Target Xxxxxxx-Xxxxxxx as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Xxxxxxx-Xxxxxxx shall reimburse SVG for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldXxxxxxx-Xxxxxxx is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 5.10 with respect to the subject matter of any notification not timely forwarded, but only to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 party all written notifications and other written communications, including (if available available) the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. Each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another the indemnified party. The indemnified party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified partiesindemnifying party, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Purchaser shall control such Tax Proceedings and shall consult in good faith with Target the Seller as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. The Seller shall reimburse Purchaser for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldthe Seller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment because of such failure to provide notification in a timely fashion.any

Conduct of Audits and Other Procedural Matters. (a) Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authorityTaxing Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax ProceedingsPROCEEDINGS") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 9.2 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority Taxing Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Buyer shall control such Tax Proceedings and shall consult in good faith with Target Seller as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Seller shall reimburse Buyer for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldSeller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 Article VIII with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authorityTaxing Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 9.2 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority Taxing Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Buyer shall control such Tax Proceedings and shall consult in good faith with Target Seller as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Seller shall reimburse Buyer for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldSeller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 Article VIII with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Purchaser shall control such Tax Proceedings and shall consult in good faith with Target the Sellers as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. The Sellers shall reimburse Purchaser for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldthe Sellers is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 Article VIII with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent shall, at its own expense, Buyer shall have the right to control any audit or examination by any taxing authorityTaxing Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes (collectively with any audits or examinations, "Tax Proceedings") for all taxable periods of the Companies. The Stockholders shall have the right (but not the duty) to participate in any Tax Proceedings with respect to taxable period periods for which that party is the Stockholders are charged with the payment of the Taxes of the Companies, and to employ counsel, at their own expense, separate from the counsel employed by Buyer. Buyer and the Stockholders shall cooperate in the defense or indemnification responsibility under this Agreementprosecution of any Tax Proceeding. Each party Buyer shall promptly forward to the other in accordance with Section 11.1 Stockholders all written notifications and other written communications, including (if available available) the original envelope showing any postmark, sent to any Taxing Authority by Buyer or any of the Companies or received by Buyer or any of the Companies from any taxing authority received by such party or its Affiliates Taxing Authority relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is the Stockholders are charged with the payment of Taxes of the Companies. Buyer and the Stockholders agree to retain or indemnification responsibility cause to be retained all books and records pertinent to the Companies until the applicable period for assessment under this Agreement applicable Law (giving effect to any and each indemnifying party shall promptly notifyall extensions or waivers) has expired, and consult withto abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority. Buyer agrees to give the Stockholder Representative reasonable notice prior to transferring, each indemnified party as discarding or destroying any such books and records relating to any action it proposes Tax matters and, if the Stockholder Representative so requests, Buyer shall allow the Stockholder Representative to take with respect to any liability for Taxes for which it is required to indemnify another party possession of such books and records. Buyer shall not enter into any closing agreement or final settlement with any taxing authority Taxing Authority with respect to any such liability without the written consent of the indemnified partiesStockholders, which consent shall not be unreasonably withheld. The Stockholders shall reimburse Buyer for all costs, unless including legal costs, of conducting such settlement would be reasonable in the case Tax Proceedings relating to periods or portions of a Person that owned Target both before and after taxable periods prior to the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror The Stockholders shall control such Tax Proceedings and shall consult in good faith with Target as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify for Taxes without the prior consent of the Shareholders' Agent, which will not be unreasonably withheld. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party Buyer to enable it Buyer to take any and all actions such party it reasonably requests needs to take with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment because of such failure to provide notification in a timely fashionProceedings.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authorityTax Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 10.7 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority Tax Authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority Tax Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Buyer shall control such Tax Proceedings and shall consult in good faith with Target Seller as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Seller shall reimburse Buyer for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldSeller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment because of such failure to provide notification in a timely fashion.reasonably

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") " for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement, subject, in the case of any Pre-Closing Period, to the prior written consent of the Company (not to be unreasonably withheld). Each party shall promptly forward to the other in accordance with Section 11.1 12.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror the Company (if the post-Closing portion of the Straddle Period constitutes a majority in time of the Straddle Period) and HEI and HEA (if the pre-Closing portion of the Straddle Period constitutes a majority in time of the Straddle Period) shall control such Tax Proceedings and shall consult in good faith with Target the other party as to the conduct of such Tax Proceedings and Proceedings. The party not settle any controlling such Tax proceedings shall reimburse the party controlling such Tax proceedings for such portion of the costs, including reasonable legal costs, of conducting such Tax Proceedings on terms that would result in as is represented by the Shareholders having an obligation to indemnify for Taxes without the prior consent portion of the Shareholders' Agent, Tax with respect to such Straddle Period for which will not be unreasonably withheldthe non-controlling party is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection Section 11.4 shall relieve the other party from its obligations under this Section 10 Article XI with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment been materially prejudiced because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent shallparty will have the right, at its own expense, to control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax “Proceedings"”) for any taxable period for which that party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement. Each party shall will promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications, including if available the original envelope showing any postmark, communications from any taxing authority received by such party or its Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall will promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall will not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall may not be unreasonably withheld, unless conditioned or delayed. Where a party has withheld its consent to any closing agreement or final settlement, such settlement would be reasonable in party will continue or initiate further proceedings, at its own expense, and the case liability of a Person that owned Target both before the party giving upon control of such Proceeding, and after giving effect to this Section 4.16, will not exceed the Closing Dateliability that would have resulted from the proposed closing agreement or final settlement (including interest, additions to tax and penalties that have accrued at that time). In the case of any Tax Proceedings relating to any Straddle Period, Acquiror shall the parties will jointly control such Tax Proceedings and shall consult in good faith with Target as to the conduct principles of such Tax Proceedings this Section 4.16, and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify for Taxes without the prior consent right and obligations of the Shareholders' Agentparties pursuant hereto, which will not be unreasonably withheldapply to such jointly controlled Proceedings. Each party shallwill, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it or its Affiliates to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting that such party controlscontrols singly or jointly. The failure by a party to provide timely notice under this subsection shall Section 4.16 will relieve the other party from its obligations under this Section 10 4.16 with respect to the subject matter of any notification not timely forwarded, but only to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror Coherent, Palomar and Shareholders' Agent Star shall, at its their own expense, control any audit or examination by any taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax ProceedingsPROCEEDINGS") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party of Coherent, Palomar and Star shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with payment or indemnification responsibility under this Agreement and each such indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Coherent shall control such Tax Proceedings and shall consult in good faith with Target Palomar as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Palomar shall reimburse Coherent for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldPalomar is liable pursuant to this Agreement. Each party of Coherent, Palomar and Star shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent shall(i) Except as set forth in this Section 8.3(d)(i) below, each party hereto will, at its own expense, control any audit or examination by any taxing authorityGovernmental Authority, and have the exclusive right to initiate any claim Claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("“Tax Proceedings"”) for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. In the case of any Tax Proceedings relating to any period that begins on or before the Closing Date and ends after the Closing Date, the Buyer will control such Tax Proceedings and will consult in good faith with the Seller as to the conduct of such Tax Proceedings. In no event will the Seller settle any Tax Proceeding relating to any period that begins and ends on or before the Closing Date in a manner which would adversely affect the Buyer, without the prior written consent of the Buyer, which consent may not be unreasonably withheld, conditioned or delayed. (ii) Each party shall hereto will, at the expense of the requesting party, execute or cause to be executed any IRS Form 2848 power of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings that the requesting party controls. (iii) Each party hereto will promptly forward to the other in accordance with Section 11.1 party all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority Taxing Authority received by such party or its Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. Each indemnifying party shall will promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party party, and shall will not enter into any closing agreement or final settlement with any taxing authority Taxing Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall may not be unreasonably withheld, conditioned or delayed, unless such settlement would be reasonable in the case of a Person that owned Target the Company both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror shall control such Tax Proceedings and shall consult in good faith with Target as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify for Taxes without the prior consent of the Shareholders' Agent, which will not be unreasonably withheld. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall will not relieve the other party from its obligations under this Section 10 with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss or other economic detriment because of such failure to provide notification in a timely fashion.party

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authorityTaxing Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 15.3 copies of all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority Taxing Authority received by such party or its Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority Taxing Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Buyer shall control such Tax Proceedings and shall consult in good faith with Target Seller as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Seller shall reimburse Buyer for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldBuyer is liable pursuant to Section 9.2 hereof. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection Section 9.5 shall relieve the other party from its obligations under this Section 10 Article IX with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. Each of Acquiror and Shareholders' Agent party shall, at its own expense, control any audit or examination by any taxing authorityTaxing Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for any taxable period for which that party is charged with payment or indemnification responsibility under this Agreement. Each party shall promptly forward to the other in accordance with Section 11.1 12.1 all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by such party or its Affiliates affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its Affiliates affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party and shall not enter into any closing agreement or final settlement with any taxing authority Taxing Authority with respect to any such liability without the written consent of the indemnified parties, which consent shall not be unreasonably withheld, unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror Purchaser shall control such Tax Proceedings and shall consult in good faith with Target Seller as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify Proceedings. Seller shall reimburse Purchaser for Taxes without the prior consent such portion of the Shareholders' Agentcosts, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which will not be unreasonably withheldSeller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall relieve the other party from its obligations under this Section 10 Article XI with respect to the subject matter of any notification not timely forwarded, to the extent the other party has suffered a Loss loss or other economic detriment because of such failure to provide notification in a timely fashion.