Common use of Cooperation on Tax Matters; Tax Audits Clause in Contracts

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Company Equityholders and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. (b) The Buyer shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company; provided that, with respect to any item the adjustment of which may cause the Company Equityholders to become obligated to make any payment pursuant to this Agreement, the Buyer shall consult with the Company Equityholder Representative with respect to the resolution of any issue that would affect the Company Equityholders, and not settle any such issue without the consent of the Company Equityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters; Tax Audits. (ai) The Buyer and the Company Equityholders and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party party could reasonably require the assistance of the other Party party in obtaining any necessary information. (bii) The Buyer shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the CompanyCompany and any Subsidiary; provided that, with respect to any item the adjustment of which may cause the Company Equityholders to become obligated to make any payment pursuant to this AgreementSection 8.1(c) hereof, the Buyer shall consult with the Company Equityholder Representative with respect to the resolution of any issue that would affect the Company Equityholderssuch issue, and not settle any such issue issue, or file any amended Tax Return relating to such issue, without the consent of the Company Equityholder Representative, which consent shall not be unreasonably withheld, conditioned withheld or delayed.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and the Company Equityholders and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of all Tax audits or other administrative or judicial proceedings Legal Proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. (b) The Buyer shall have the right to control any Tax audit, initiate any claim for refund, and contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company; provided that, with respect to any item the adjustment of which may cause the Company Equityholders to become obligated to make any payment pursuant to this Agreement, the Buyer shall (i) consult with the Company Equityholder Representative with respect to the resolution of any issue that would affect the Company Equityholders, (ii) allow the Company Equityholder Representative to participate in the conduct, defense and resolution of any such issue at the Company Equityholders’ expense, and (iii) not settle any such issue without the consent of the Company Equityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed.