Common use of Overlap Period Tax Proceeding Clause in Contracts

Overlap Period Tax Proceeding. If a Tax Authority commences any audit, examination, litigation, or otherwise makes any claim or proposes any adjustment that relates to an Overlap Period (collectively, an “Overlap Period Tax Proceeding”), then Buyers shall promptly furnish written notice to Sellers of such Overlap Period Tax Proceeding and, if Buyers are seeking indemnity under Article VII, a Claim Notice. Buyers shall undertake, conduct and control (through counsel of its own choosing and at its own expense) the response to such Overlap Period Tax Proceeding and the settlement or defense thereof. Sellers and their respective affiliates shall cooperate with Buyers in connection therewith, and Buyers shall permit Sellers to participate in such response, settlement or defense through counsel chosen by Sellers (but the fees and expenses of such counsel shall be paid by Sellers). To the extent any settlement adversely effects Sellers in a Pre-Closing Tax Period, Buyers shall not pay or settle any such claim without the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed). If within the shorter of (x) 45 days after the receipt of Buyers’ notice of an Overlap Period Tax Proceeding or (y) 15 days less than the number of days before a response to the relevant Tax Authority is required (but in no event less than 15 days), Buyers fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyers’ property as contemplated above, then Sellers shall have the right to contest, settle or compromise such Overlap Period Tax Proceeding and Sellers shall not thereby waive any right to indemnity for such Overlap Period Tax Proceeding under this Agreement; provided, that Sellers shall not pay or settle any such Overlap Period Tax Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed).

Overlap Period Tax Proceeding. If a Tax Authority commences any audit, examination, litigation, or otherwise makes any claim or proposes any adjustment that relates to an Overlap Period (collectively, an “Overlap Period Tax Proceeding”), then Buyers Buyer shall promptly furnish written notice to Sellers Seller of such Overlap Period Tax Proceeding and, if Buyers are Buyer is seeking indemnity under Article VII, a Claim Notice. Buyers Buyer shall undertake, conduct and control (through counsel of its own choosing and at its own expense) the response to such Overlap Period Tax Proceeding and the settlement or defense thereof. Sellers Seller and their its respective affiliates shall cooperate with Buyers Buyer in connection therewith, and Buyers Buyer shall permit Sellers Seller to participate in such response, settlement or defense through counsel chosen by Sellers Seller (but the fees and expenses of such counsel shall be paid by SellersSeller). To the extent any settlement adversely effects Sellers Seller in a Pre-Closing Tax Period, Buyers Buyer Entities shall not pay or settle any such claim without the prior written consent of Sellers Seller (which consent shall not be unreasonably withheld, conditioned or delayed). If within the shorter of (x) 45 days after the receipt of Buyers’ Buyer’s notice of an Overlap Period Tax Proceeding or (y) 15 days less than the number of days before a response to the relevant Tax Authority is required (but in no event less than 15 days), Buyers fail Buyer fails to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyers’ Buyer’s property as contemplated above, then Sellers Seller shall have the right to contest, settle or compromise such Overlap Period Tax Proceeding and Sellers Seller shall not thereby waive any right to indemnity for such Overlap Period Tax Proceeding under this Agreement; provided, that Sellers however, Seller shall not pay or settle any such Overlap Period Tax Proceeding without the prior written consent of Buyers Buyer (which consent shall not be unreasonably withheld, conditioned or delayed).