Common use of Control of Contests Involving Post-Closing Periods Clause in Contracts

Control of Contests Involving Post-Closing Periods. In the case of an audit or administrative or judicial proceeding involving any asserted liability for Taxes relating to any taxable years or periods beginning after the Closing Date, Holdings shall have the right, at its expense, to control the conduct of such audit or proceeding; provided, however, that if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of any Bison Subsidiaries for which Parent would be liable under this Section 5.8, (A) Parent may participate in the conduct of such audit or proceeding at its own expense and (B) Holdings shall not settle any such audit or proceeding without the consent of Parent, which consent shall not be unreasonably withheld.

Control of Contests Involving Post-Closing Periods. In the case of an audit or administrative or judicial proceeding involving any asserted liability for Taxes or Tax attributes relating to any taxable years or periods beginning on or after the Closing DateDate of the Company, Holdings the Purchaser shall have the right, at its expense, to control the conduct of such audit or proceeding; provided, however, that if such audit or proceeding would be reasonably expected to result in a material increase in Tax liability of any Bison Subsidiaries the Company for which Parent the Seller would be liable under this Section 5.86.6, (A) Parent the Seller may participate in the conduct of such audit or proceeding at its own expense and (B) Holdings the Purchaser shall not settle any such audit or proceeding without the consent of Parentthe Seller, which consent shall not be unreasonably withheld, conditioned or delayed.