Common use of Control of Contests Involving Pre-Closing Periods or Straddle Periods Clause in Contracts

Control of Contests Involving Pre-Closing Periods or Straddle Periods. In the case of an audit or administrative or judicial proceeding involving any Taxes or Tax attributes relating to any taxable years or periods ending on or before the Closing Date or any Straddle Period of any of the Subject Companies, the Seller 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 of the Subject Companies for which the Purchaser would be liable under this Section 7.7, the Purchaser may participate in the conduct of such audit or proceeding at its own expense and the Seller shall not settle any such audit or proceeding without the consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.

Control of Contests Involving Pre-Closing Periods or Straddle 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 ending on or before the Closing Date or any Straddle Period of any of the Subject CompaniesFS Subsidiaries, the Seller Parent 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 of the Subject Companies FS Subsidiaries for which the Purchaser would be liable under this Section 7.74.6, the Purchaser may participate in the conduct of such audit or proceeding at its own expense and the Seller Parent shall not settle any such audit or proceeding without the written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.

Control of Contests Involving Pre-Closing Periods or Straddle 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 ending on or before the Closing Date or relating to any Straddle Period of any of the Subject CompaniesPeriod, the Seller 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 of the Subject Companies for which the Purchaser would be liable under this Section 7.7, the Purchaser . Parent may participate in the conduct of such audit or proceeding at its own expense and and, if such audit or proceeding would be reasonably expected to result in an increase in Tax liability of the Company for which Parent or one of its Affiliates would be liable, Seller shall not settle any such audit or proceeding without the consent of the PurchaserParent, which consent shall not be unreasonably withheld, conditioned withheld or delayed.

Control of Contests Involving Pre-Closing Periods or Straddle Periods. In the case of an audit or administrative or judicial proceeding involving any Taxes or Tax attributes relating to any taxable years or periods ending on or before the Closing Date or any Straddle Period of any of the Subject CompaniesCompany, the Seller 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 of the Subject Companies Company for which the Purchaser would be liable under this Section 7.76.6, the Purchaser may participate in the conduct of such audit or proceeding at its own expense and the Seller shall not settle any such audit or proceeding without the consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.