Common use of Control of Tax Audits Clause in Contracts

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. Seller The Company shall have the rightright 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 expenseexpense 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 examination by any taxing authority ("administrative or court proceeding and the Buyer thereupon shall be permitted to defend and settle such Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, audit 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 Divisionproceeding. With respect to any Tax Proceeding of any of the items described in Transferred Subsidiaries relating to a Straddle Period, the preceding sentence, Seller Company and the Buyer shall consult with Purchaser with respect to jointly control the resolution defense and settlement of any such issue that would adversely affect Purchaser, 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 to Taxes other than income Taxes will not settle any such issue, or file any amended return relating to such issue, thereto without the consent of Purchaserthe other party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company shall not be unreasonably withheld. Seller will not enter into any binding agreement with any entitled to settle the UK Tax Authority 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 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 such 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 returnsettlement.

Control of Tax Audits. (i) In the case of any Tax Audit of (A) any Tax Return prepared and filed by Seller shall have 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 rightdefense 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, to control any audit or examination by any taxing authority ("the defense of such Tax Audit")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, initiate any claim for refundupon the reasonable request Buyer, 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 Buyer from time to time regarding the resolution conduct of such Tax Audit. If Seller does not assume the defense of any such issue that would adversely affect PurchaserTax Audit, Buyer shall defend such Tax Audit in accordance with the provisions of Section 7.3(b)(ii) and with respect to Taxes other than income Taxes will shall not settle any or otherwise dispose of such issue, or file any amended return relating to such issue, Tax Audit without the consent of PurchaserSeller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Except as provided in Section 7.3(b)(i), and Section 7.3(b)(iii), Buyer shall control all Tax Audits; provided that (i) Buyer shall keep Seller will not enter into informed regarding the progress and substantive aspects of any binding agreement with any issues in such Tax Authority Audit for which Seller may have liability pursuant to this Agreement or be entitled to a payment pursuant to Section 7.5, (ii) Seller shall be entitled to participate in such Tax Audit with respect to Taxes (other than income Taxes) any issues for Tax periods ending or beginning after the Closing Date. Purchaser shall which Seller may 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 liability pursuant to this Section, Agreement and (iii) Buyer shall not settle or otherwise dispose of any issues in such other party Tax Audit for which the Seller may continue or initiate any further proceedings at its own expense, provided that the have liability of the first party, after giving effect pursuant to this Agreement, without obtaining Seller’s prior written consent (which shall not exceed be unreasonably withheld, conditioned or delayed). (iii) Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not be entitled to participate in any Tax Audit relating to any consolidated, combined, affiliated or unitary Tax Return that includes the Seller or any of its Affiliates. If any Tax Audit controlled by Seller pursuant to Section 7.3(b)(i) may have the effect of materially increasing the Tax liability that of Buyer, the Transferred FH Companies, any Closing Subsidiary, or any other Subsidiary or Affiliate of Buyer for any Post-Closing Tax Period and for which the Buyer Indemnified Parties would not have resulted from the settlement a right to indemnification hereunder, Seller shall not settle or amended return.otherwise dispose of any such Tax Audit without Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). Section 7.4