Common use of Control of Tax Claims Clause in Contracts

Control of Tax Claims. With respect to any Tax Claim for which notice has been received prior to the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on or prior to the Closing Date and (B) the Trustee, on behalf of the ESOP, and Purchaser shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle Period; provided, however, that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control all proceedings with respect to any Tax Claim relating to any Tax period beginning after the Closing Date. If the Trustee, on behalf of the ESOP, fails to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereof, Purchaser shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claim.

Control of Tax Claims. With respect Notwithstanding anything to the contrary contained in this Section 8.5: (i) Holdings shall control and resolve any Tax Claim for which notice has been received prior to the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim audit or administrative or court proceeding relating to Taxes (each a “Tax Claim”) solely attributable to a Prior Period, including selection of counsel and selection of a forum for any Tax period ending on or prior to the Closing Date and (B) the Trustee, on behalf of the ESOP, and Purchaser shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle PeriodClaim, at Holdings and the Stockholders’ cost and expense; provided, however, that (x) the Buyer shall have the right, at its own expense, to participate in, and consult with respect to the Stockholders regarding any proceeding described in clause (A) of this Section 10.2(e)(iv)such Tax Claim. Holdings may not settle, the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status of compromise or resolve any such proceeding and provide Purchaser with copies of all written correspondence with respect to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) Tax Claim without the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser Notwithstanding the foregoing, in the event that Buyer determines, in its good faith and reasonable judgment, that the settlement of such Tax Claim is likely to establish a precedential custom, practice, or precedent adverse to the continuing business interests of Buyer, then Buyer, and not Holdings, be entitled to control and resolve and any such Tax Claim, and Holdings shall control all proceedings have the right, at its own expense, to participate in, and consult with respect Buyer regarding any such Tax Claim, and Buyer may not settle, compromise or resolve any such Tax Claim without the consent of Holdings, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Holdings shall have the right to participate jointly with the Buyer in representing the interests of the Company in any Tax Claim relating to a Straddle Period, if and to the extent that such period includes any Pre-Closing Taxable Period, at Holdings and/or the Stockholders’ cost and expense. Any settlement or other disposition of any Tax Claim relating to a Straddle Period may only be made with the consent of Holdings and Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, except that Buyer may, without the written consent of Holdings, enter into such an agreement provided that Buyer shall have agreed in writing to accept responsibility and liability for the payment of such Taxes and to forego any indemnification under this Agreement with respect to such Taxes. Buyer shall have sole control over any Tax Claim relating to a taxable period beginning that begins after the Closing Date. If the Trustee, on behalf of the ESOP, fails . (iii) The parties will keep each other reasonably informed as to assume the defense of matters related to any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereoffor which indemnification may be sought hereunder including, Purchaser shall thereupon have the right to undertakewithout limitation, at the ESOP’s expense, the control, defense and any settlement of such Tax Claimnegotiations.

Control of Tax Claims. With respect to Buyer shall promptly notify Coventry upon receipt of any notice of any Tax Claim audit, assessment, claim or investigation relating to the Acquired Entities or the Acquired Assets for any Pre-Closing Tax Period or Straddle Period (a “Tax Claim”) for which Sellers and their Affiliates may be liable, provided, however, no failure or delay by Buyer or any of its Affiliates to provide notice has been received prior of a Tax Claim shall reduce, release, waive, or otherwise affect the obligation of Sellers or their Affiliates hereunder except to the date extent that is eighteen (18) months after such failure or delay has materially and adversely affected the Closing Date right of Seller or its Affiliates to participate in and for which contest the parties hereto reasonably believe there are sufficient funds remaining Tax Claim. Notwithstanding any other provision in the Escrow Account to satisfy the ESOP’sthis Agreement, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on which Sellers or prior to the Closing Date and (B) the Trusteetheir Affiliates may be liable, on behalf of the ESOP, and Purchaser Coventry shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle Periodproceedings; provided, however, that Coventry will allow Buyer to participate at its own expense in the defense of any such Tax Claim (x) with respect other than a Tax Claim relating to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf a Tax or Tax Return of the ESOP, Consolidated Group of which Coventry is the common parent or the Consolidated Group in which First Health Services Corporation was included prior to its acquisition by Coventry); provided further that Coventry shall keep Purchaser reasonably informed with respect not enter into any compromise or agree to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect settle any claim pursuant to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned to the extent that such compromise or delayedsettlement may adversely affect Buyer or its Affiliates (including the Acquired Entities) after the Closing Date. Purchaser shall control all proceedings with With respect to any Tax Claim relating to a Straddle Period and involving both Taxes for which either Sellers or any Tax period beginning after the Closing Date. If the Trusteeof their Affiliates are liable and Taxes for which neither Sellers nor their Affiliates are liable, on behalf of the ESOP, fails to assume Coventry and Buyer shall jointly control the defense of any such Tax Claim that it is entitled and neither Coventry nor Buyer shall enter into any compromise or agree to control and defend settle any claim pursuant to this Section 10.2(e)(iv) within thirty (30) days such proceeding without prior written consent of receipt of notice thereofthe other Party, Purchaser which consent shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claimnot be unreasonably withheld.

Control of Tax Claims. With respect to Buyer shall promptly notify Concentra upon receipt of any notice of any Tax Claim audit, assessment, claim or investigation (a “Tax Claim”) for which Concentra may be liable. The failure promptly to give such notice shall not affect any Buyer Indemnitee’s ability to seek indemnification hereunder unless such failure has been received prior to materially and adversely affected the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf right of any of the ESOPConcentra Entities to participate in and contest the Tax Claim. Notwithstanding any other provision in this Agreement, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for which Concentra or any of its Affiliates may be liable, Concentra shall control all proceedings; provided, however, that Concentra will allow Buyer to participate at its own expense in the defense of any such Tax Claim (other than a Tax Claim relating to a Tax or Tax Return of a Consolidated Group not affecting any Acquired Entity); provided further that Concentra shall not settle any Tax Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld) if the compromise or settlement would materially increase the Tax liability of Buyer, an Acquired Entity, or Coventry for any Tax period ending on or prior to after the Closing Date Date; and (B) the Trusteeprovided, on behalf of the ESOPfurther, and Purchaser shall jointly control all proceedings that with respect to any such Tax Claim relating to a Straddle Period; providedPeriod and involving both Taxes for which Concentra is liable and Taxes for which Concentra is not liable, however, that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), Concentra and Buyer shall jointly control the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status defense of such proceeding Tax Claim and provide Purchaser with copies of all written correspondence with respect neither Concentra nor Buyer shall enter into any compromise or agree to settle any claim pursuant to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of Purchaserthe other party, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control all proceedings with respect to any Tax Claim relating to any Tax period beginning after the Closing Date. If the Trustee, on behalf of the ESOP, fails to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereof, Purchaser shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claim.