Common use of Contest Provisions Clause in Contracts

Contest Provisions. Each of Purchaser and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld.

Contest Provisions. Each of Purchaser Buyer and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party Party (or such other partyParty’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their its expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party Party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other partyParty, which consent shall not be unreasonably withheld.. (d)

Contest Provisions. Each of Purchaser Buyer and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities Either party shall be entitled to participate at their its expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liableor its Affiliates is liable under this Section 5.4, and to employ counsel and other advisors of its choice at its expense. Neither party may shall agree to settle any claim for Taxes for which the other party may be liable without the prior written consent of such the other party, which consent shall not be unreasonably withheld.

Contest Provisions. Each of Purchaser Buyer and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it they may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld.

Contest Provisions. Each of Purchaser Buyer, on the one hand, and each Seller, on the Seller Entities other hand, shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Each such Seller Entities shall be entitled to participate at their its expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither No party may agree to settle any claim for Taxes for which the any other party may be liable without the prior written consent of such other party, which consent shall not be unreasonably delayed, conditioned, or withheld.

Contest Provisions. Each of Purchaser Buyer and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their its expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to the extent that it relates to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld.

Contest Provisions. Each of Purchaser and the Seller Entities shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, which consent shall not be unreasonably withheld.

Contest Provisions. Each of Purchaser and the Seller Entities shall promptly notify the other other, as applicable, in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. The Seller Entities shall be entitled to participate at their its expense in the defense of and, at its option, take control of the complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which it may be liable, and to employ counsel and other advisors of its choice at its expense. Neither party may agree to settle any claim for Taxes for which the other may be liable without the prior written consent of such other party, as applicable, which consent shall not be unreasonably withheld.