Control of Audits Sample Clauses

Control of Audits. To the extent that a Contest after the Closing Date relates to federal or state income Taxes of the Company for Pre-Closing Tax Periods, Holdings shall control the conduct of such Contest, at its own expense, but the Buyer Group shall have the right to participate in such Contest at its own expense, and Holdings shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Buyer Group or its direct or indirect subsidiaries for any taxable period (or portion thereof) after the Closing without the written consent of the Buyer Group, which shall not be unreasonably withheld, delayed or conditioned. To the extent that a Contest after the Closing Date relates solely to Pre-Closing Tax Periods of the Company or any Subsidiary, Holdings shall control the conduct of such Contest at its own expense, but the Buyer Group shall have the right to participate in such Contest at its own expense, and Holdings shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Buyer Group or its direct or indirect subsidiaries for any taxable period (or portion thereof) after the Closing without the written consent of the Buyer Group, which shall not be unreasonably withheld, delayed or conditioned. If the Seller would be required to indemnify the Buyer Group pursuant to Section 6.2 of this Agreement with respect to any Contest for which Holdings does not control the defense, then Holdings shall have the right to participate in such Contest at its own expense, and the Buyer Group shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of Seller pursuant to Section 6.2 without the written consent of Holdings, which shall not be unreasonably withheld, delayed or conditioned. In the event of any conflict between the provisions of this Section 5.1(e) and the provisions of Section 6.4, the provisions of this Section 5.1(e) shall control.

Control of Audits. After the Closing Date, except as set forth in the next sentence, the Surviving Corporation shall control the conduct, through counsel of its own choosing, of any Contest involving any asserted Tax liability or refund with respect to the Surviving Corporation or any of its Subsidiaries. In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, the Securityholders’ Representative shall control the conduct of such Contest, using counsel reasonably satisfactory to the Surviving Corporation, but the Surviving Corporation shall have the right to participate in such Contest at its own expense, and neither the Securityholders nor the Securityholders’ Representative shall settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Surviving Corporation for any taxable period (or portion thereof) after the Closing Date without the written consent of the Surviving Corporation (not to be unreasonably withheld); provided that, if the Securityholders’ Representative declines to assume control of the conduct of any such Contest within 15 days following the receipt by the Securityholders’ Representative of notice of such Contest, the Surviving Corporation shall have the right to assume control of such Contest and shall be entitled to settle, compromise and/or concede any portion of such Contest. In the event of any conflict between the provisions of this Section 6.5 and the provisions of Section 11.4 (Notice and Opportunity to Defend), the provisions of this Section 6.5 shall control.

Control of Audits. After the Closing Date, except as set forth in the remainder of this Section 6.6, the Surviving Corporation shall control the conduct, through counsel of its own choosing, of any Contest involving any asserted Tax liability or refund with respect to the Company, the Surviving Corporation, or any of its Subsidiaries. In the case of a Contest after the Closing Date that relates solely to a Pre-Closing Taxable Period, the Stockholder Representative shall have the right to participate in any such Contest at the expense of the Stockholders, and the Surviving Corporation shall not settle, compromise, and/or concede any portion of any such 64

Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (each, a “Contest”). In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, the Sellers shall control the conduct of such Contest, but the Company shall have the right to participate in such Contest at its own expense, and the Sellers shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date without the written consent of Company, which shall not be unreasonably withheld; provided that, if the Sellers fail to assume control of the conduct of any such Contest within 30 days following the receipt by the Sellers of notice of such Contest, the Company shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede any portion of such Contest.

Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (each, a "Contest"). In the case of a Contest after the Closing Date that relates solely to Pre-Closing Tax Periods, the Selling Stockholders shall control the conduct of such Contest, but the Company shall have the right to participate in such Contest at its own expense, and the Selling Stockholders shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company for any taxable year (or portion thereof) after the Closing Date without the written consent of Company, which shall not be unreasonably withheld, conditioned or delayed; provided that, if the Selling Stockholders fail to assume control of the conduct of any such Contest within 30 days following the receipt by the Selling Stockholders of notice of such Contest, the Company shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede any portion of such Contest.

Control of Audits. Notwithstanding Section 6.07, the Shareholders' Representative shall, at the expense of the TBG Shareholders, control and conduct any audit of, and settle any matter relating to, liability for Taxes, refunds or adjustments related to the Taxes of TBG and any Subsidiary for all taxable periods ending on or before the Closing Date; provided, however, that, without Enterprises' consent (which shall not be unreasonably withheld or delayed), (1) any matter in connection with any tax return of TBG or its Subsidiary which could affect TBG's or its Subsidiary's liabilities, refunds or adjustments for any period following the Closing Date shall not be changed or adjusted; and (2) the Shareholders' Representative will not consent to or acquiesce to any action which would increase the liabilities of TBG or its Subsidiary for Taxes in excess of the amount accrued as current liabilities for Taxes in the TBG Adjusted Consolidated Working Capital.

Control of Audits. After the Closing Date, except as set forth in the next sentence, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company and the Subsidiaries (each, a “Contest”). In the case of a Contest after the Closing Date that relates to a taxable period that ends on or before the Closing Date, the Seller shall control the conduct of such Contest, using counsel reasonably satisfactory to the Company, but the Company shall have the right to participate in such Contest at its own expense, and Seller shall not settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company for any taxable period (or portion thereof) beginning after the Closing Date without the written consent of Company, which shall not be unreasonably withheld, delayed or conditioned. In the event of any conflict between the provisions of this Section 5.7(d) and the provisions of ARTICLE VII, the provisions of this Section 5.7(d) shall control.

Control of Audits. Each of Seller and the Buyer shall have the right, at its own expense, to control any audit or determination by any governmental entity, and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for any taxable period for which it may be obligated to indemnify the other party under this Agreement; provided, however, that no party shall have the right to agree to any assessment, deficiency, settlement, or other adjustment or proposed adjustment of Taxes that would adversely affect another party without such other party's written consent, which consent shall not be unreasonably withheld. With respect to any taxable period for which Seller and Buyer may both have liability for Taxes, Buyer shall be responsible for handling any audit or determination with respect to such tax liability; PROVIDED, HOWEVER, that Buyer shall not agree to any assessment, deficiency, settlement, or other adjustment or proposed adjustment of such Taxes without the consent of Seller, which consent shall not be unreasonably withheld.

Control of Audits. After the Closing Date, except as set forth in the next sentence, HBC shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (each, a “Contest”). In the case of a Contest after the Closing Date that involves a liability or disputed Tax that could give rise to an indemnification claim pursuant to Section 8.02(e), HBC shall control the conduct of such Contest, but the Stockholders, through the Stockholders’ Representative, shall have the right to participate in such Contest at their own expense. HBC shall promptly deliver to the Stockholders’ Representative copies of all relevant notices and documents (including court papers) received by HBC in connection with any such Contests, and shall not enter into a settlement, compromise or concede any portion of any Contest (including with respect to any Contest involving a state income Tax claim initiated by HBC or by a state Governmental Entity without solicitation by HBC) without the prior written consent of the Stockholders’ Representative. A memorandum setting forth such agreement shall be prepared and signed and furnished to the Escrow Agent. Except as otherwise set forth herein, the terms of Section 8.05(a)(ii) shall apply to a Contest, mutatis mutandis.

Control of Audits. After the Closing Date, the Company shall control the conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company (each, a “Contest”); provided, however, that (i) the Seller shall have the right to participate in such Contest at its own expense to the extent it relates to Taxable periods or any portion thereof ending on or prior to the Closing Date and (ii) the Buyer shall not allow the Company to settle, compromise and/or concede any portion of such Contest that could affect the Tax liability of the Company for any Taxable period or portion thereof ending on or prior to the Closing Date without the written consent of the Seller, which shall not be unreasonably withheld, delayed, or conditioned.