Common use of Contest Provisions Clause in Contracts

Contest Provisions. If, subsequent to the Closing, Parent, the Company or KLO receives notice of a Tax Contest with respect to any Tax Return for a Tax period ending on or before the Closing Date (a “Pre-Closing Return”), then within fifteen (15) days after receipt of such notice, the Parent shall notify the Seller Representative of such notice. The Seller Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could have a material impact on Taxes of any Selling Entity for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material impact on Taxes of a Selling Entity in any Post-Closing Tax Period; provided, further, that if the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Representative shall have the right to control the conduct and resolution of a Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Seller Representative informed of all material developments on a timely basis. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. If, subsequent to the Closing, Parent, Parent or the Company or KLO receives notice of a Tax Contest any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes with respect to any Tax Return for a any Tax period ending on or before the Closing Date or any Straddle Period (a “Pre-Closing ReturnTax Contest”), then within fifteen (15) calendar days after receipt of such notice, the Parent shall notify the Seller Equityholders’ Representative of such notice. The Seller Equityholders’ Representative shall have the right to control the conduct and resolution of such any Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could have a material an adverse impact on Taxes of Parent or the Company for any Selling Entity for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Equityholders’ Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which that could have a material impact on Taxes of a Selling Entity in any Post-Closing Tax Period; provided, further, that if the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contestan impact. If the Seller Equityholders’ Representative shall have the right to control the conduct and resolution of a such Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided provided, however, that Parent shall keep the Seller Equityholders’ Representative reasonably informed of all material developments in such Tax Contest on a timely basis. Each party Neither the Equityholders’ Representative nor Parent shall bear its own costs for participating resolve any Tax Contest in such a manner that could reasonably be expected to have an adverse impact on the other Party’s Tax Contest. “Tax Contest” means any auditobligations or indemnification obligations under this Agreement without the other Party’s written consent, other administrative proceeding or inquiry or judicial proceeding involving Taxeswhich shall not be unreasonably withheld.

Contest Provisions. If, subsequent to the Closing, Parent, the Company Surviving Corporation or KLO any of its Subsidiaries receives notice of a Tax Contest with respect to any Pre-Closing Tax Return for a Tax period ending on or before the Closing Date Period (a “Pre-Closing ReturnTax Contest”)) with respect to which Indemnified Parties claim a right to indemnification under this Agreement, then within fifteen thirty (1530) days Business Days after receipt of such notice, the Parent shall notify the Seller Stockholder Representative of such notice; provided, however, that any failure on the part of Parent to so notify the Stockholder Representative shall not limit any of the obligations of the Indemnifying Parties under Article VIII (except to the extent such failure materially prejudices the defense of such Tax Contest). The Seller Stockholder Representative shall have the right (but not the obligation) to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Pre-Closing Tax Contest could have to the extent it is solely in respect of a material impact on Taxes of any Selling Entity for a Tax period or portion thereof beginning on or after the Closing Date (a “PostPre-Closing Tax Period”), then the Seller Representative shall afford Parent the opportunity . With respect to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material impact on Taxes of a Selling Entity in any Postother Pre-Closing Tax Period; provided, further, that if the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Representative shall have the right to control the conduct and resolution of a Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that (i) Parent shall permit the Stockholder Representative to participate in such Pre-Closing Tax Contest at its own expense (using counsel of its own choosing), (ii) Parent shall keep the Seller Stockholder Representative reasonably informed of all material developments on a timely basisbasis and (iii) Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnifying Parties’ indemnification obligations under this Agreement without the Stockholder Representative’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each party shall bear its own costs for participating in such Tax Contest, except that Indemnified Parties may be entitled to indemnification for their costs pursuant to this Agreement. “Tax Contest” means To the extent of any auditinconsistency between this Section 6.4 and Section 8.3(g), other administrative proceeding or inquiry or judicial proceeding involving Taxesthe provisions of this Section 6.4 Shall control.

Contest Provisions. If, subsequent to the Closing, Parent, the Parent or any Acquired Company or KLO receives notice of a Tax Contest with respect to any Tax Return for a Tax period or portion thereof ending on or before the Closing Date (a “Pre-Closing Return”), then within fifteen (15) days Business Days after receipt of such notice, the Parent shall notify the Seller Escrow Participants’ Representative of such notice. The Seller Escrow Participants’ Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could have a material adversely impact on Taxes of any Selling Entity the Company for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Escrow Participants’ Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material an impact on Taxes of a Selling Entity the Company in any Post-Closing Tax Period; provided, further, that if the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Escrow Participants’ Representative shall have the right to control the conduct and resolution of a such Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Seller Escrow Participants’ Representative informed of all material developments on a timely basisbasis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Escrow Participants’ indemnification obligations under this Agreement without Escrow Participants’ Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. IfThe General Partner and the Representative, subsequent to on the Closingone hand, and Parent, the Company or KLO receives Surviving Entity and its Subsidiaries, on the other hand, shall promptly notify each other upon receipt by such Party of written notice of a Tax Contest any inquiries, claims, assessments, audits, proceedings or similar events with respect to any Tax Return for Taxes relating to a Tax period ending on or before the Closing Date (a “Pre-Closing ReturnTax Period (any such inquiry, claim assessment, audit, proceeding or similar event, a “Tax Contest”), then within fifteen (15) days after receipt of such notice, the Parent shall notify the Seller Representative of such notice. The Seller Representative Sellers shall have the right to control the conduct and resolution of such Tax Contest, ; provided, however, that Sellers shall keep Parent informed of all developments on a timely basis and shall provide Parent with the right to participate in such Tax Contest, subject to Sellers’ ultimate control over such Tax Contest; and, provided further, that if any of the issues raised in such Tax Contest could reasonably be expected to have a material materially adverse impact on Taxes of any Selling the Surviving Entity and its Subsidiaries for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Representative Sellers shall afford Parent the opportunity to control jointly the conduct and resolution of the portion not affect any settlement or compromise of such Tax Contest without obtaining Parent’s prior written consent, which could have a material impact on Taxes of a Selling Entity in any Post-Closing Tax Period; providedconsent shall not be unreasonably withheld, further, that if the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contestconditioned or delayed. If the Seller Representative shall Sellers have the right to control the conduct and resolution of a Tax Contest but elects elect in writing not to do soso within fifteen (15) Business Days of receiving notice of such Tax Contest, then Parent shall have the right to control the conduct and resolution of such Tax Contest; provided, provided however, that Parent shall keep the Seller Representative informed of all material developments on a timely basisbasis and shall provide the Representative with the right to participate in such Tax Contest, subject to Parent’s ultimate control over such Tax Contest, provided, further, that Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Sellers’ liabilities for Taxes without the Representative’s prior written consent. Each party Party shall bear its own costs and expenses for participating in such any Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. If, subsequent to the Closing, Parent, Parent or the Company or KLO Surviving Corporation receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax period ending on or before the Closing Date Period (a “Pre-Closing Return”)) with respect to which Indemnitees claim a right to indemnification under this Agreement, then within fifteen (15) 15 days after receipt of such notice, the Parent shall notify provide the Seller Stockholder Representative with a copy of such notice. The Seller Representative shall have the right to control the conduct and resolution of such Tax Contest, ; provided, however, that if any failure on the part of Parent or the Surviving Corporation to do so shall not limit any of the issues raised in such Tax Contest could have a material impact on Taxes of any Selling Entity for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution obligations of the portion of Indemnitors under Article 10 (except to the extent such Tax Contest which could have a material impact on Taxes of a Selling Entity in any Post-Closing Tax Period; provided, further, that if failure actually prejudices the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution defense of such Tax Contest). If the Seller Representative shall have the right to control the conduct and resolution of a Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided (a) that Parent shall keep the Seller Stockholder Representative reasonably informed of all material developments on a timely basis. Each party basis and Parent shall bear not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the Stockholder Representative’s written consent, which consent shall not be unreasonably withheld and (b) that the Stockholder Representative may participate, through counsel chosen by the Stockholder Representative and at its own costs for participating expense (on behalf of the Equityholders), in the defense of any such Tax Contest, and in any such case Parent shall (i) consult with the Stockholder Representative, and furnish such records, information and testimony, as may be reasonably requested by the Stockholder Representative in connection therewith, (ii) provide the Stockholder Representative with a reasonable opportunity, subject to applicable filing deadlines, to comment on any material filing relating to such Claim prior to making such filing and (iii) permit the Stockholder Representative and its counsel to attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Stockholder Representative in connection therewith (and the Stockholder Representative shall provide reasonable advance notice of such matters to Parent so as to facilitate such right to attend). “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. With respect to Tax Contests, this Section 7.04 shall govern and Section 10.06 shall not apply.

Contest Provisions. If, subsequent to the Merger Closing, Parent, the Company Asset Parent or KLO the Surviving Corporation receives notice of any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes (a “Tax Contest Contest”) with respect to any Tax Return for a Tax period ending on or before the Closing Date (a “Pre-Closing Return”), then within fifteen (15) days after receipt of such noticefor any Pre-Closing Tax Period with respect to which the Asset Purchaser or the Surviving Corporation claims a right to indemnification under this Agreement, the Parent Asset Purchaser and the Surviving Corporation shall promptly notify the Seller Representative Shareholders of such notice. The Seller Representative If the Shareholders are expected to fully indemnify the Asset Purchaser or the Surviving Corporation pursuant to this Agreement for any losses arising from such Tax Contest, the Shareholders shall have the right to control the conduct and resolution of such Tax Contest, ; provided, however, that if any of the issues raised in such Tax Contest could have a material an impact on Taxes or the Tax position of the Asset Purchaser, the Surviving Corporation or any Selling Entity of their Affiliates for a Tax period or portion thereof beginning on or after the Closing Date (a “any Post-Closing Tax Period”), then the Seller Representative Shareholders shall afford Parent the Asset Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material an impact on Taxes of a Selling Entity the Asset Purchaser, the Surviving Corporation or their Affiliates in any such Post-Closing Tax Period; provided, further, that if the Parent Indemnified Parties are not reasonably expected to be fully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Representative Shareholders shall have the right to control the conduct and resolution of a such Tax Contest but elects in writing not to do soso within ten days of receiving notice of such Tax Contest, then Parent the Asset Purchaser shall have the right to control the conduct and resolution of such Tax Contest; provided, provided that Parent the Asset Purchaser shall keep the Seller Representative Shareholders reasonably informed of all material developments on a timely basis. Each party Party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. If, subsequent to the Closing, any of Parent, the Company or KLO the Company Subsidiaries receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax period ending on or before the Closing Date Period (a “"Pre-Closing Return”"), then within fifteen (15) days after receipt of such notice, the Parent shall notify the Seller Securityholders' Representative of such notice. The Seller Securityholders' Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could have a material an impact on Taxes of any Selling Entity the Company for a Tax period or portion thereof beginning on or after the Closing Date (a “"Post-Closing Tax Period”"), then the Seller Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material an impact on Taxes of a Selling Entity the Company in any Post-Closing Tax Period; provided, further, that if the Parent Indemnified Company Indemnifying Parties are not reasonably expected to be fully indemnified indemnify Parent Indemnified Parties pursuant to this Agreement for any Damages arising from such Tax Contest, then the Seller Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Securityholders' Representative shall have the right to control the conduct and resolution of a such Tax Contest but elects elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Seller Securityholders' Representative informed of all material developments on a timely basisbasis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Company Indemnifying Parties' indemnification obligations under this Agreement without the Securityholders' Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. If, subsequent to the Closing, Parent, Parent or the Company or KLO receives notice of a Tax Contest with respect to any Tax Return for a Tax period or portion thereof ending on or before the Closing Date (a “Pre-Closing Return”), then within fifteen (15) days after receipt of such notice, the Parent shall notify the Seller Shareholder Representative of such notice. The Seller Shareholder Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in such Tax Contest could have a material an impact on Taxes of any Selling Entity the Company for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Shareholder Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material an impact on Taxes of a Selling Entity the Company in any Post-Closing Tax Period; Period provided, further, that if the Parent Indemnified Parties Shareholders are not reasonably expected to be fully indemnified indemnify Parent Indemnitees pursuant to this Agreement for any Damages Losses arising from such Tax Contest, then the Seller Shareholder Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Shareholder Representative shall have the right to control the conduct and resolution of a such Tax Contest but elects elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Seller Shareholder Representative informed of all material developments on a timely basisbasis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without Shareholder Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. If, subsequent to the Closing, Parent, the Buyer or any Acquired Company or KLO receives notice of a Tax Contest Proceeding with respect to any Tax Return for a Tax period ending on or before the Closing Date (a “Pre-Closing Return”Tax Period for which the Selling Securityholders are or may be required to indemnify the Buyer or any Acquired Company pursuant to this Agreement), then within fifteen (15) 20 days after receipt of such notice, the Parent Buyer shall notify in writing the Seller Securityholders’ Representative of such notice. The Seller Securityholders’ Representative shall have the right to control the conduct and resolution of such Tax ContestProceeding, provided, however, that if any of the issues raised in such Tax Contest Proceeding could have a material an impact on Taxes of any Selling Entity Acquired Company for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then (i) the Seller Representative Buyer shall afford Parent have the opportunity to control jointly the conduct and resolution of only the portion of such Tax Contest Proceeding which could have a material an impact on Taxes of a Selling Entity any Acquired Company in any Post-Closing Tax Period; providedPeriod and (ii) the Securityholders’ Representative shall not enter into any settlement of or otherwise compromise any such Tax Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, further, that if the Parent Indemnified Parties Selling Securityholders are not reasonably expected to be fully indemnified indemnify Buyer pursuant to this Agreement for any Damages losses arising from such Tax ContestProceeding, then the Seller Securityholders’ Representative shall afford Parent Buyer the opportunity to control jointly the conduct and resolution of such Tax ContestProceeding. If the Seller Securityholders’ Representative shall have the right to control the conduct and resolution of a Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax ContestProceeding but elects in writing not to do so within ten days of receiving notice of such Tax Proceeding, then Buyer shall have the right to control the conduct and resolution of such Tax Proceeding, provided that Parent Buyer shall keep the Seller Securityholders’ Representative informed of all material developments on a timely basisbasis and Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without Securityholders’ Representative written consent, which shall not be unreasonably withheld, conditioned or delayed. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving TaxesProceeding.