Common use of Conduct of Tax Proceedings Clause in Contracts

Conduct of Tax Proceedings. (a) Buyer shall promptly notify the Sellers’ Representative in writing upon receipt by Buyer, the Company or any of its Subsidiaries of a written notice of any pending or threatened Tax Proceeding for which the Sellers may have liability pursuant to this Agreement; provided, however, no failure or delay by Buyer to provide notice of a Tax Proceeding shall reduce or otherwise affect the obligation of the Sellers hereunder except to the extent the Sellers are actually prejudiced thereby. Except as otherwise provided herein, the Sellers’ Representative shall have the right to control the conduct of any Tax Proceeding for which the Sellers are liable under Section 9.9(a) for any Tax payable with respect to any Pre-Closing Tax Period, by notifying Buyer in writing within ten (10) days (or such shorter period as may be required by the notice of the Tax Proceeding) from the receipt from Buyer of the notice described in the first sentence of this Section 10.3(a) of its intention to assume control of the conduct of such Tax Proceeding, provided (i) the Sellers have acknowledged in writing their indemnification obligation for such Taxes to the extent the Tax Proceeding is resolved against the Company or any of its Subsidiaries and (ii) the Sellers have provided evidence reasonably satisfactory to Buyer of their ability to fulfill their indemnification obligations. Buyer and the Sellers’ Representative shall cooperate with each other in the conduct of any Tax Proceeding. The Sellers’ Representative shall keep Buyer informed by providing Buyer with all written materials relating to such Tax Proceeding received from the relevant Governmental Authority, (ii) Buyer shall be entitled to participate (at its own expense) in any Tax Proceeding, including having an opportunity to comment on any written materials prepared in connection with any Tax Proceeding and attending any conferences relating to any Tax Proceeding and (iii) the Sellers’ Representative shall not compromise or settle any Tax Proceeding, without obtaining Buyer’s prior written consent which shall not be unreasonably withheld (or delayed). (b) If the Sellers’ Representative shall elect in writing not to control or participate in the control of the conduct of a Tax Proceeding described in Section 10.3(a), or otherwise fail to take control of a Tax Proceeding which it is entitled to control, Buyer shall have the right to control the conduct of such Tax Proceeding; provided, however, that Buyer shall keep the Sellers’ Representative informed of all developments. (c) Buyer shall have the right to control the conduct of any Tax Proceeding involving a Straddle Period. The Sellers’ Representative may participate in any such Tax Proceeding at its own expense and the Sellers’ Representative shall be kept informed of the progress of such Tax Proceeding. The Sellers’ Representative’s consent shall be required prior to the settlement of any Tax Proceeding relating to a Straddle Period, which consent shall not be unreasonably withheld (or delayed). (d) In the event the resolution of all or a portion of a Tax Proceeding with respect to a Pre-Closing Tax Period (other than a Straddle Period) could result in an increase in Taxes or a loss of Tax benefits in a Post-Closing Tax Period for the Company or any of its Subsidiaries, Buyer or Buyer’s other Affiliates, the Sellers’ Representative and Buyer shall jointly control the conduct and resolution of such Tax Proceeding or portion thereof. (e) If there is a dispute between the Sellers’ Representative and Buyer regarding the conduct or resolution of any Tax Proceeding or portion thereof described in Section 10.3(d), such dispute shall be referred to the Tax Arbitrator. Each of the Sellers’ Representative and Buyer shall present its position to the Tax Arbitrator, which shall decide which position shall be adopted. The Tax Arbitrator shall not be entitled to accept any other position, unless the Sellers’ Representative and Buyer shall so agree in writing. The decision of the Tax Arbitrator shall be final and binding, and its fees and costs shall be paid one-half by the Sellers and one-half by Buyer.

Conduct of Tax Proceedings. (a) Buyer shall promptly notify the Sellers’ Representative in writing upon receipt by Buyer, the Company or any of its Subsidiaries of a written notice of any pending or threatened Tax Proceeding for which the Sellers may have liability pursuant to this Agreement; provided, however, no failure or delay by Buyer to provide notice of a Tax Proceeding shall reduce or otherwise affect the obligation of the Sellers hereunder except to the extent the Sellers are actually prejudiced thereby. Except as otherwise provided herein, the Sellers’ Representative shall have the right to control the conduct of any Tax Proceeding for which the Sellers are liable under Section 9.9(a9.8(a) for any Tax payable with respect to any Pre-Closing Tax Period, by notifying Buyer in writing within ten (10) days (or such shorter period as may be required by the notice of the Tax Proceeding) from the receipt from Buyer of the notice described in the first sentence of this Section 10.3(a) of its intention to assume control of the conduct of such Tax Proceeding, provided (i) the Sellers have acknowledged in writing their indemnification obligation for such Taxes to the extent the Tax Proceeding is resolved against the Company or any of its Subsidiaries and (ii) the Sellers have provided evidence reasonably satisfactory to Buyer of their ability to fulfill their indemnification obligations. Buyer and the Sellers’ Representative shall cooperate with each other in the conduct of any Tax Proceeding. The Sellers’ Representative shall keep Buyer informed by providing Buyer with all written materials relating to such Tax Proceeding received from the relevant Governmental Authority, (ii) Buyer shall be entitled to participate (at its own expense) in any Tax Proceeding, including having an opportunity to comment on any written materials prepared in connection with any Tax Proceeding and attending any conferences relating to any Tax Proceeding and (iii) the Sellers’ Representative shall not compromise or settle any Tax Proceeding, without obtaining Buyer’s prior written consent which shall not be unreasonably withheld (or delayed). (b) If the Sellers’ Representative shall elect in writing not to control or participate in the control of the conduct of a Tax Proceeding described in Section 10.3(a), or otherwise fail to take control of a Tax Proceeding which it is entitled to control, Buyer shall have the right to control the conduct of such Tax Proceeding; provided, however, that Buyer shall keep the Sellers’ Representative informed of all developments. (c) Buyer shall have the right to control the conduct of any Tax Proceeding involving a Straddle Period. The Sellers’ Representative may participate in any such Tax Proceeding at its own expense and the Sellers’ Representative shall be kept informed of the progress of such Tax Proceeding. The Sellers’ Representative’s consent shall be required prior to the settlement of any Tax Proceeding relating to a Straddle Period, which consent shall not be unreasonably withheld (or delayed). (d) In the event the resolution of all or a portion of a Tax Proceeding with respect to a Pre-Closing Tax Period (other than a Straddle Period) could result in an increase in Taxes or a loss of Tax benefits in a Post-Closing Tax Period for the Company or any of its Subsidiaries, Buyer or Buyer’s other Affiliates, the Sellers’ Representative and Buyer shall jointly control the conduct and resolution of such Tax Proceeding or portion thereof. (e) If there is a dispute between the Sellers’ Representative and Buyer regarding the conduct or resolution of any Tax Proceeding or portion thereof described in Section 10.3(d), such dispute shall be referred to the Tax Arbitrator. Each of the Sellers’ Representative and Buyer shall present its position to the Tax Arbitrator, which shall decide which position shall be adopted. The Tax Arbitrator shall not be entitled to accept any other position, unless the Sellers’ Representative and Buyer shall so agree in writing. The decision of the Tax Arbitrator shall be final and binding, and its fees and costs shall be paid one-half by the Sellers and one-half by Buyer.

Conduct of Tax Proceedings. Seller may at its election control (aat Seller’s sole expense) Buyer shall promptly notify the Sellers’ Representative in writing upon receipt by Buyer, the Company or any of its Subsidiaries of a written notice contest of any pending or threatened Tax Proceeding for which relating to a Tax Period ending on or before the Sellers may have liability pursuant to this AgreementClosing Date; provided, however, no failure or delay by (A) that Buyer to provide notice of a Tax Proceeding shall reduce or otherwise affect the obligation of the Sellers hereunder except to the extent the Sellers are actually prejudiced thereby. Except as otherwise provided herein, the Sellers’ Representative shall have the right to control the conduct of (and its advisors) may fully participate at Buyer’s sole expense in any Tax Proceeding for which the Sellers are liable under Section 9.9(a) for any Tax payable with respect to any Pre-Closing Tax Period, by notifying Buyer in writing within ten (10) days (or such shorter period as may be required by the notice of the Tax Proceeding) from the receipt from Buyer of the notice described in the first sentence of this Section 10.3(a) of its intention to assume control of the conduct of such Tax Proceeding, provided and (iB) the Sellers have acknowledged in writing their indemnification obligation for Seller shall not concede, settle or compromise any such Taxes to the extent the Tax Proceeding is resolved against (or portion thereof) relating to any Post-Effective Period or in a manner that could reasonably be expected to adversely affect Buyer or the Company (or any of its Subsidiaries and (iitheir Affiliates) after the Sellers have provided evidence reasonably satisfactory to Buyer of their ability to fulfill their indemnification obligations. Buyer and Closing Date, in each case without the Sellers’ Representative shall cooperate with each other in the conduct of any Tax Proceeding. The Sellers’ Representative shall keep Buyer informed by providing Buyer with all written materials relating to such Tax Proceeding received from the relevant Governmental Authority, (ii) Buyer shall be entitled to participate (at its own expense) in any Tax Proceeding, including having an opportunity to comment on any written materials prepared in connection with any Tax Proceeding and attending any conferences relating to any Tax Proceeding and (iii) the Sellers’ Representative shall not compromise or settle any Tax Proceeding, without obtaining Buyer’s prior written consent of Buyer, which consent shall not be unreasonably withheld (withheld, conditioned or delayed). (b) If . The Company shall provide duly completed powers of attorney to permit the Sellers’ Representative shall elect in writing not to control or participate in the control of the conduct of a Tax Proceeding described in Section 10.3(a), or otherwise fail to take control of a Tax Proceeding which it is entitled to control, foregoing. Buyer shall have the right to control the conduct of such Tax Proceeding; provided, however, that Buyer shall keep the Sellers’ Representative informed of all developments. (c) Buyer shall have the right to control the conduct of any Tax Proceeding involving a Straddle Period. The Sellers’ Representative may participate in any such Tax Proceeding at its own expense and the Sellers’ Representative shall be kept informed of the progress of such Tax Proceeding. The Sellers’ Representative’s consent shall be required prior to the settlement contest of any Tax Proceeding relating to a Straddle Period; provided, however, (x) that Seller (and its advisors) may fully participate at Seller’s sole expense in any such Tax Proceeding, and (y) Buyer shall not concede, settle or compromise any such Tax Proceeding (or portion thereof) relating to any Pre-Effective Period or in a manner that could reasonably be expected to result in an indemnification obligation pursuant to Section 11.1 of this Agreement, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld (withheld, conditioned or delayed). (d) In . Each Party shall keep the event the resolution of all or a portion of a Tax Proceeding other Party fully and timely informed with respect to a Pre-Closing the commencement, status and nature of any Tax Period (other than a Straddle Period) could result in an increase in Taxes or a loss Proceeding which it elects to control. If Seller does not assume the defense of any Tax benefits in a Post-Closing Tax Period for Proceeding which it is permitted to control pursuant to the Company or any of its Subsidiariesforegoing, Buyer or Buyer’s other Affiliatesmay control the contest of such Tax Proceeding; provided that (I) Seller shall be entitled to participate in such Tax Proceeding at its own expense, the Sellers’ Representative and (II) Buyer shall jointly control keep Seller reasonably informed as to the conduct and resolution status of such Tax Proceeding or portion thereof. (eincluding by providing copies of all notices received from the relevant Tax Authority) If there is a dispute between and Seller shall have the Sellers’ Representative right to review and comment on any correspondence from Buyer regarding to the conduct or resolution relevant Tax Authority prior to submission of any Tax Proceeding or portion thereof described in Section 10.3(d), such dispute shall be referred correspondence to the Tax Arbitrator. Each of the Sellers’ Representative Authority, and (III) Buyer shall present its position to the not concede, settle or compromise such Tax ArbitratorProceeding without Seller’s prior written consent, which shall decide which position shall be adopted. The Tax Arbitrator consent shall not be entitled to accept any other positionunreasonably withheld, unless the Sellers’ Representative and Buyer shall so agree in writing. The decision of the Tax Arbitrator shall be final and binding, and its fees and costs shall be paid one-half by the Sellers and one-half by Buyerconditioned or delayed.

Conduct of Tax Proceedings. (a) If any taxing authority notifies Buyer shall promptly notify the Sellers’ Representative in writing upon receipt by Buyer, the Company or any of its Subsidiaries the Companies of a written tax investigation involving a tax period with respect to which Sellers are required to indemnify Buyer hereunder (the “Covered Tax Period”), Buyer or any of the Companies shall notify Sellers of such investigation within ten (10) Business Days of becoming aware of such investigation. Sellers shall participate jointly with the Companies and Buyer in all proceedings relating to such investigation and Sellers shall control all aspects (including all discussions with the taxing authority) of such investigation insofar as it relates to the Covered Tax Period. If any taxing authority asserts a tax deficiency, which, if successful, might result in an indemnity payment to Buyer pursuant to §8(a), Buyer shall notify Sellers in writing of such alleged deficiency (a “Tax Claim”) within ten (10) Business Days of the receipt of notice of such deficiency. Notwithstanding the foregoing, the Buyer’s failure to give any pending or threatened Tax Proceeding for which notice required by this subsection (f) during the Sellers may have liability pursuant to this Agreement; provided, however, no failure or delay by Buyer to provide notice of a Tax Proceeding applicable time period shall reduce or otherwise not affect the obligation of the Sellers indemnification provided hereunder except to the extent the Sellers are actually prejudiced thereby. Except as otherwise provided herein, the Sellers’ Representative shall have been actually and materially prejudiced as a result of such failure (except that the right to control Sellers shall not be liable for any expenses incurred by the conduct of any Tax Proceeding for Buyer during the period in which the Sellers are liable under Section 9.9(a) for any Tax payable with Buyer failed to give such notice). With respect to any Pre-Closing Tax Period, by notifying Buyer in writing within ten Claim (10) days (other than a Tax Claim relating solely to Income Taxes or such shorter period as may be required by the notice Taxes of the Tax Proceeding) from the receipt from Buyer of the notice described Companies for a Straddle Period), Sellers shall control all proceedings taken in the first sentence of this Section 10.3(a) of its intention to assume control of the conduct of connection with such Tax ProceedingClaim (including, provided (iwithout limitation, selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto. Sellers have acknowledged in writing their indemnification obligation for such Taxes to the extent the Tax Proceeding is resolved against the Company or any of its Subsidiaries and (ii) the Sellers have provided evidence reasonably satisfactory to Buyer of their ability to fulfill their indemnification obligations. Buyer and the Sellers’ Representative shall cooperate with each other in the conduct of any Tax Proceeding. The Sellers’ Representative shall keep Buyer informed by providing Buyer with all written materials relating to such Tax Proceeding received from the relevant Governmental Authority, (ii) Buyer shall be entitled to jointly participate (at its own expense) in any Tax Proceeding, including having an opportunity to comment on any written materials prepared all proceedings taken in connection with any Tax Proceeding Claim relating solely to Income Taxes and attending any conferences relating to any Tax Proceeding and (iii) the Sellers’ Representative shall not compromise or settle any Tax Proceeding, without obtaining Buyer’s prior written consent which shall not be unreasonably withheld (or delayed). (b) If the Sellers’ Representative shall elect in writing not to control or participate in the control Taxes of the conduct of a Tax Proceeding described in Section 10.3(a), or otherwise fail to take control of a Tax Proceeding which it is entitled to control, Buyer shall have the right to control the conduct of such Tax Proceeding; provided, however, that Buyer shall keep the Sellers’ Representative informed of all developments. (c) Buyer shall have the right to control the conduct of any Tax Proceeding involving Companies for a Straddle Period. The Buyer and the Companies shall cooperate with Sellers in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Sellers’ Representative may participate in any request) the provision to Sellers of records and information which are reasonably relevant to such Tax Proceeding Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at its own expense and the Sellers’ Representative shall be kept informed of the progress of proceedings relating to such Tax ProceedingClaim. The Sellers’ Representative’s consent In no case shall be required prior to the settlement of any Tax Proceeding relating to a Straddle Period, which consent shall not be unreasonably withheld (or delayed). (d) In the event the resolution of all or a portion of a Tax Proceeding with respect to a Pre-Closing Tax Period (other than a Straddle Period) could result in an increase in Taxes or a loss of Tax benefits in a Post-Closing Tax Period for the Company Buyer or any of its Subsidiaries, Buyer the Companies settle or Buyer’s other Affiliates, the otherwise compromise any Tax Claim without Sellers’ Representative and Buyer shall jointly control the conduct and resolution of prior written consent, except if Sellers fail to defend, or admit responsibility for, such Tax Proceeding or portion thereofClaim in accordance with §8(f). (e) If there is a dispute between the Sellers’ Representative and Buyer regarding the conduct or resolution of any Tax Proceeding or portion thereof described in Section 10.3(d), such dispute shall be referred to the Tax Arbitrator. Each of the Sellers’ Representative and Buyer shall present its position to the Tax Arbitrator, which shall decide which position shall be adopted. The Tax Arbitrator shall not be entitled to accept any other position, unless the Sellers’ Representative and Buyer shall so agree in writing. The decision of the Tax Arbitrator shall be final and binding, and its fees and costs shall be paid one-half by the Sellers and one-half by Buyer.