Control of Tax Audits. Seller shall have the right, at its own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date and relating to APC or the Distribution Division. With respect to the items described in the preceding sentence, Seller shall consult with Purchaser with respect to the resolution of any such issue that would adversely affect Purchaser, and with respect to Taxes other than income Taxes will not settle any such issue, or file any amended return relating to such issue, without the consent of Purchaser, which consent shall not be unreasonably withheld. Seller will not enter into any binding agreement with any Tax Authority with respect to Taxes (other than income Taxes) for Tax periods ending or beginning after the Closing Date. Purchaser shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date, provided, that Purchaser shall consult with Seller with respect to the resolution of any issue that would adversely affect Seller, and, with respect to Taxes, other than income Taxes, will not settle any such issue, or file any amended return relating to any such issue, without the consent of Seller, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld by the other party pursuant to this Section, such other party may continue or initiate any further proceedings at its own expense, provided that the liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return.
Control of Tax Audits. Sellers shall have the right, at their own expense, to control any audit or examination by any Governmental Authority (a “Tax Audit”), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to any of the Companies; provided that Sellers shall not resolve any such contest without the consent of Purchaser, such consent not to be unreasonably withheld or delayed. Purchaser shall have the right, at its own expense, to control, or have the applicable Company control, any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment for tax years beginning after the Closing Date.
Control of Tax Audits. The Company shall have the right to represent the interests of the Transferred Subsidiaries in any Tax audit or administrative or court proceeding (a “Tax Proceeding”) relating to any Tax covered by Sections 10.1(a)(iv) and (vi) and to employ counsel of its choice; provided that if the results of such Tax audit or proceeding could reasonably be expected to have a material adverse effect on the Buyer, any of the Buyer’s Affiliates or any of the Transferred Subsidiaries for any Post-Closing Tax Period, then the Company and the Buyer shall jointly control the defense and settlement of any such Tax audit or proceeding and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent will not be unreasonably withheld or delayed. The Company shall promptly notify the Buyer if it decides not to control the defense or settlement of any such Tax audit or administrative or court proceeding and the Buyer thereupon shall be permitted to defend and settle such Tax audit or proceeding. With respect to any Tax Proceeding of any of the Transferred Subsidiaries relating to a Straddle Period, the Company and the Buyer shall jointly control the defense and settlement of any such Tax audit or proceeding and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company shall not be entitled to settle the UK Tax Proceeding without the prior written consent of the Buyer if the amount of such settlement would exceed (a) the amount of Escrow Funds available at such time to satisfy such claim, plus (b) the amount tendered by the Company to the Buyer to satisfy its indemnification obligation under this Agreement with respect to such proposed settlement.
Control of Tax Audits. Unify shall have the right, at its own expense, to control any audit or examination by any Governmental Authority (a “Tax Audit”), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the NavRisk Business; provided that Unify shall not resolve any such contest without the consent of Halo, such consent not to be unreasonably withheld or delayed. Halo shall have the right, at its own expense, to control, or have the NavRisk Business control, any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment for tax years beginning after the Closing Date.
Control of Tax Audits. Halo shall have the right, at its own expense, to control any audit or examination by any Governmental Authority (a “Tax Audit”), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Gupta Business; provided that Halo shall not resolve any such contest without the consent of Unify, such consent not to be unreasonably withheld or delayed. Unify shall have the right, at its own expense, to control, or have the Gupta Business control, any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment for tax years beginning after the Closing Date.
Control of Tax Audits. The Seller shall have the right to control any Tax audit or administrative or court proceeding (a “Tax Proceeding”) relating to any Tax covered by Section 10.1(a)(iv) and to employ counsel of its choice; provided that if the results of such Tax audit or proceeding could reasonably be expected to have an adverse effect on the Buyer or any of the Buyer’s Affiliates for any Post-Closing Tax Period, then the Seller and the Buyer shall jointly control the defense and settlement of any such Tax audit or proceeding and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent will not be unreasonably withheld or delayed. The Seller shall promptly notify the Buyer if it decides not to control the defense or settlement of any such Tax audit or administrative or court proceeding and the Buyer thereupon shall be permitted to defend and settle such Tax audit or proceeding.
Control of Tax Audits. The Company and the Buyer shall jointly control the defense and settlement of any Tax audit or administrative or court proceeding (a “Tax Proceeding”) relating to any Periodic Taxes covered by Section 6.4 and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent will not be unreasonably withheld or delayed. Each party shall promptly notify the other party if it decides not to participate in the defense or settlement of any such Tax audit or administrative or court proceeding, in which case the other party shall be permitted to defend and settle such Tax audit or proceeding.
Control of Tax Audits. Purchaser shall promptly notify Parent in writing upon receipt by any Transferred Subsidiary of a written notice of any pending or threatened Tax audits or assessments for which the Parent or Seller may have liability pursuant to this Agreement, and Parent shall have the right to represent the interests of the Transferred Subsidiaries in any Tax audit or administrative or court proceeding (a “Tax Proceeding”) relating to any Tax for any Pre-Closing Tax Period (excluding Tax with respect to any Straddle Period) (a “Pre-Closing Tax Proceeding”) and to employ counsel of its choice; provided, that if the results of such Pre-Closing Tax Proceeding could reasonably be expected to have a material adverse effect on
Control of Tax Audits. In the case of any Tax Audit of (A) any Tax Return prepared and filed by Seller or required to be prepared and filed by Seller hereunder and, or (B) any Tax Return in respect of any Straddle Period which Tax Audit relates primarily to Taxes for which Seller is liable hereunder, Seller may assume the defense of such Tax Audit by providing written notice to Buyer within fifteen (15) days of the receipt of the notice required under Section 7.3(a). Subject to Section 7.3(b)(iii), Buyer may observe, at its own expense, the defense of such Tax Audit and employ counsel of its choice at its expense and Seller shall keep Buyer informed regarding the progress and substantive aspects of such Tax Audit and, upon the reasonable request Buyer, shall consult with Buyer from time to time regarding the conduct of such Tax Audit. If Seller does not assume the defense of any such Tax Audit, Buyer shall defend such Tax Audit in accordance with the provisions of Section 7.3(b)(ii) and shall not settle or otherwise dispose of such Tax Audit without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
Control of Tax Audits. Sellers shall have the right, at their own expense, to control any audit or examination by any Governmental Authority (a “Tax Audit”), contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any Pre-Closing Tax Period; provided that Sellers shall not resolve any such contest without the prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. Purchaser shall control, or have the Company control, any other Tax Audit, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment for any periods other than a Pre-Closing Tax Period.
