Post-Closing Audits. (a) Purchaser shall notify the Sellers Representative in writing within 20 days after receipt by Purchaser or the Company or its Subsidiaries of written notice of the commencement of any official inquiry, examination, audit or other administrative or judicial proceeding (“Audit”) regarding any Tax Return or Taxes for any Pre-Closing Tax Period; provided, that the failure to provide such notice shall not relieve Sellers of their obligations pursuant to Article IX or this Article XI, except to the extent Sellers are actually prejudiced thereby. The Sellers Representative shall notify Purchaser in writing within 20 days after receipt by the Sellers Representative or any Seller of written notice of the commencement of any Audit regarding any Tax Return (other than with respect to any matter pertaining to a Partnership Tax Return which (i) could not reasonably be expected to involve any potential liability on the part of the Company, the Operating Company, Purchaser or any of their post-Closing Affiliates and (ii) does not result in SPS Income Taxes) or Taxes of the Company, or any of its Subsidiaries.
(b) Provided that Sellers may be responsible under Article IX or XI for any Taxes that might result, the Sellers Representative shall have the right, exercised by written notice given to Purchaser within 20 days after delivery or receipt by the Sellers Representative of a notice pursuant to Section 11.03(a), on behalf of Sellers and at the expense of Sellers, to control the handling, disposition and/or settlement of any Audit regarding any Pre-Closing Tax Period; provided, that the Sellers Representative shall defend such Audit diligently and in good faith, and shall keep Purchaser reasonably informed as to the status of and material developments in such Audit and provide Purchaser with copies of any written materials relating to such Audit received from or submitted to any Governmental Entity; provided further that if such Audit could have an adverse impact on Purchaser or any of its Affiliates or Subsidiaries (1) the Sellers Representative shall consult with Purchaser before taking any significant action in connection with such Audit; (2) the Sellers Representative shall offer Purchaser a reasonable opportunity to comment before submitting to any Governmental Entity any written materials prepared or furnished in connection with such Audit; (3) Purchaser (or an Affiliate of Purchaser) shall be entitled to participate, at its own expense, in such Audit, including...
Post-Closing Audits. (i) The Buyer shall notify the Seller Representatives in writing within 10 days after receipt by the Buyer, the Company or any Subsidiary of the Company of any official inquiry, examination, audit or proceeding ("Audit") regarding any Tax Return or period with respect to which the Sellers may have a right to a refund under Section 10.3(b) or an indemnification obligation under Section 10.3(e). The Seller Representatives shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any taxable period that ends on or before the Closing Date. The Buyer shall cooperate with the Seller Representatives, as reasonably requested by the Seller Representatives, in any such Audit.
(ii) The Buyer shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any official inquiry, examination or proceeding regarding any Tax Return other than as described in Section 10.3(d)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided that in the case of any Tax Return for a period beginning before the Closing Date, the Buyer shall settle any issue (if such settlement would result in a required indemnification payment by the Sellers under Section 10.3(e)) only with the prior consent of the Seller Representatives, which consent shall not be unreasonably withheld.
Post-Closing Audits. The Company and each of the Principal Shareholders hereby agree to provide such assistance as Buyer reasonably requests, at Buyer's expense, to enable Buyer and its accountant to complete an audit of the pre-Closing financial statement of Buyer, including, without limitation, providing access to books and records and executing management representation letters.
Post-Closing Audits. Any Liabilities related to audits conducted by payers for the periods prior to Closing shall remain the responsibility of Seller regardless of whether such audits occur after the Closing Date. Buyer agrees -21
Post-Closing Audits. From time to time after the Closing but only during the term of the Technology License Agreement and/or Section 17 of the Contract of Sale dated September 1, 2012 or in connection with a Post-Termination Audit, a Third Party reasonably selected by Oronite may audit the Company’s use of Oronite Intellectual Property for purposes of ensuring compliance with (A) this Section 6, (B) Section 17 of the Contract of Sale dated September 1, 2012, and (C) the Technology License Agreement; provided, that no more than one such audit (other than any Post-Termination Audit) may occur during any 12-month period, except that Oronite may conduct an additional audit during the 60-day period following the termination of the Technology License Agreement and an additional audit during the 60-day period following the termination of Section 17 of the Contract of Sale dated September 1, 2012 (each such audit in response to any such termination, a “Post-Termination Audit”) notwithstanding that one or both Post-Termination Audits are conducted during the same 12-month period as a non-Post-Termination Audit permitted by this Section 6.6. Oronite shall provide the Company with at least 10 Business Days’ prior written notice of any such audit, and such audit shall be conducted during regular business hours in a manner that does not unreasonably interfere with the Company’s business activities.
Post-Closing Audits. For a period of three (3) years after Closing, Seller will cooperate reasonably with Purchaser and will make reasonably accessible to Purchaser and Purchaser's accountants the financial books and records of Seller regarding the Assets, to the extent reasonably available to Seller, in connection with any audits required pursuant to the regulations of the Securities
Post-Closing Audits. Seller, at Purchaser's sole cost and expense, will cooperate reasonably with Purchaser in connection with any audits of Purchaser's and its acquired businesses' financial statements necessary in connection with financings done by Purchaser after the Closing.
Post-Closing Audits. Seller will cooperate reasonably with Purchaser ------------------- and will make accessible to Purchaser and Purchaser's accountants Seller's financial books and records regarding the Assets in connection with any audits of Purchaser or its business pertaining to financings done by Purchaser after the Closing.
Post-Closing Audits. Seller shall, for a period of one (1) year ------------------- following the Closing, cooperate (in all material respects) with Buyer and will make available to Buyer and
Post-Closing Audits. Seller agrees, at Buyer’s expense, to cooperate with and assist Buyer to the extent reasonably required for Buyer to comply with any financial reporting requirements applicable to the Buyer or any of its affiliates following closing hereunder.
