Common use of Post-Closing Audits and Other Proceedings Clause in Contracts

Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes for any period prior to the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented.

Post-Closing Audits and Other Proceedings. (i) SellersFrom and after the Closing Date, on the one hand, Seller and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to Buyer shall give prompt notice to each other of if any written inquiry by a Tax authority, scheduling taxing authority provides notice of an examination intent to audit, review or proposed adjustment conduct any other proceeding with respect to the Taxes of or relating to the Company for any period prior Pre-Closing Tax Period and any Straddle Period. Except with respect to the income Tax matters related to a Pre-Closing Date or after the Closing Date. In addition to the foregoingTax Period, Buyer and Sellers shall cooperate with each other in control the conduct of any Tax audit or proceeding involving the Company that occurs after the Closing Date. Buyer shall keep Seller reasonably informed of the progress of any such audit or other proceeding involving a Pre-Closing Tax proceedings involving Speedy for such periods Period or a Straddle Period and each may participate at its own expense; providedshall provide Seller with copies of all correspondences, howevernotices and other written materials received from any Governmental Authority with respect to the Tax audit, that Sellers and Seller shall have cooperate in all reasonable respects with Buyer and the right to control Company in the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume other proceeding. Seller shall be entitled to participate in the defense of any such audit or proceedingother proceeding and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne by Seller. Notwithstanding anything in this Agreement to the contrary, Buyer shall not, and shall cause the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling resolve, settle, compromise or abandon any issue or claim without the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned) if such action would adversely affect the Tax-related liabilities of Seller or the Company for any Pre-Closing Tax Period or Straddle Period (including any imposition of any income Tax deficiencies). Seller shall control all audits or proceedings with respect to income Tax matters involving the Company for periods that end on or before the Closing Date; provided, however, that Seller shall not resolve, settle, compromise or abandon any issue or claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned) if such action would adversely affect the Tax-related liabilities of Buyer or any of its Affiliates (including the Company) for a taxable period ending after the Closing Date. Buyer shall, and shall cause the Company to, cooperate in all reasonable respects with Seller in the conduct of any such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented.

Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy ZoneCare as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes for any period prior to the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy ZoneCare for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented.

Post-Closing Audits and Other Proceedings. (i) SellersFrom and after the Closing Date, on the one hand, Seller Representative and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to Buyer shall give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect by any taxing authority to Taxes of the Company for any period all Tax periods that end on or prior to the Closing Date or any period that covers both before and after the Closing Date. In addition Except with respect to the foregoingincome Tax matters, Buyer and Sellers shall cooperate with each other in control the conduct of any Tax audit or proceeding involving the Company that occurs after the Closing Date. Buyer shall keep the Seller Representative reasonably informed of the progress of any such audit or other Tax proceedings involving Speedy for such periods proceeding, and each may participate at its own expense; provided, however, that Sellers the Seller Representative shall have cooperate in all reasonable respects with Buyer and the right to control Company in the conduct of any such audit or other proceeding. Notwithstanding anything in this Agreement to the contrary, Buyer shall not, and shall cause the Company not to, resolve, settle, compromise, or abandon any issue or Claim without the prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) of the Seller Representative (on behalf of Sellers) if such action would adversely affect the Tax liabilities of the Company for any period ending on or prior to the Closing Date (including any imposition of any income Tax deficiencies). Seller Representative shall control all audits or proceedings with respect to income Tax matters involving the extent such audits Company for periods that end on or proceedings relate to a proposed adjustment that could adversely affect before the liability of Sellers for Taxes pursuant to this Agreement or otherwiseClosing Date. The Buyer shall, and shall cause the Company also mayto, at its own expense, be present cooperate in any such audit or proceeding and, if Sellers do not assume all reasonable respects with Seller Representative in the defense conduct of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented.

Post-Closing Audits and Other Proceedings. From and after the Closing Date, Buyer shall give prompt notice to the Seller Representative if any taxing authority provides notice of an intent to audit, review or conduct any other proceeding with respect to the Taxes of the Company for any Pre-Closing Tax Period (i) Sellers“Tax Contests”). Except with respect to any Tax Contest with respect to Seller Income Tax Returns, on Buyer shall control the one hand, and Company on the other hand, each agreeconduct of any Tax Contest. The Seller Representative shall, at its own expense (except cost and expense, have the option to control any Tax Contest with respect to a Seller Income Tax Returns to the extent it notifies Buyer of its intent to control such expense, incurred to third parties, is subject to indemnification pursuant to Article 7Tax Contest within 15 days of being notified of such Tax Contest (“Seller Tax Contest”), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit. Buyer shall, and shall cause the prosecution or defense of any claimCompany to, suit or proceeding relating to any proposed adjustment. (ii) Sellers on cooperate in all reasonable respects with the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes for any period prior to the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other Seller Representative in the conduct of any such Seller Tax audit or other Tax proceedings involving Speedy for such periods and each may participate at its own expense; provided, however, that Sellers Contest. The Seller Representative shall have keep the right to control Buyer reasonably informed of the conduct progress of any such audits or proceedings Seller Tax Contest that the Seller Representative controls (including providing copies of all written communication with any taxing authority), and the Buyer shall be entitled to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present participate in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceedingSeller Tax Contest and to employ counsel of its choice for such purpose, the Company may defend fees and expenses of which separate counsel shall be borne by Buyer. The Seller Representative shall provide to Buyer on a reasonably timely basis drafts of material communications proposed to be sent or filed with any taxing authority or court for the same Buyer’s review and comment, which the Seller Representative will consider in such manner as it may deem appropriategood faith. Notwithstanding anything in this Agreement to the contrary, includingthe Seller Representative shall not resolve, but not limited tosettle, settling such audit compromise, or proceeding after giving thirty (30) days’ abandon any issue or claim in a Seller Tax Contest without the prior written notice consent (which consent shall not be unreasonably withheld, conditioned, or delayed) of Buyer. Sellers, the Company, and Buyer shall cause the Company to Sellers setting forth make the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15alternative election pursuant to Section 6226(a) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding Code (otherwise controlled by Sellersand any comparable election for state Tax laws) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability Pre-Closing Tax Periods of the Company for Taxes pursuant to this Agreement Company, after receipt of a notice of final partnership adjustment from the Internal Revenue Service or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be representedanother Tax authority.

Post-Closing Audits and Other Proceedings. (i) SellersFrom and after the Closing Date, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, Sellers and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to ITI Entities shall give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect by any taxing authority to Taxes of the North American Companies for any period prior to the Pre-Closing Date or after the Closing DatePeriods and any Straddle Period. In addition to the foregoingSellers, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy for such periods and each may participate at its own their expense; provided, however, that Sellers shall have the right to assume control of any audit, claim for refund or administrative or judicial proceeding involving any asserted Tax adjustment with respect to any Pre-Closing Period; provided, that Sellers shall not settle any such Tax Liability without the conduct prior written consent of the ITI Entities (which consent shall not be unreasonably withheld), The ITI Entities, at their expense, shall control all proceedings taken in connection with any Tax Liability relating to Taxes of the Business of the North American Companies or the Purchased Assets for any Straddle Period taxable period (or portion thereof) beginning after the Closing Date; provided that if there is a tax Proceeding in which there is a possibility that the Sellers may become liable under this Section 7.3 or ARTICLE IX, the ITI Entities shall not settle any such Tax Liability without the prior written consent of Sellers, which consent shall not be unreasonably withheld. If there is a settlement or other disposition of the Tax proceeding and the Taxes owed on account of any Taxes in respect of any Pre-Closing Period or that portion of any Straddle Period ending on the Closing Date exceed the Taxes shown on any such Tax Return for such Tax period, the ITI Entities shall be entitled to receive from the Sellers, at least ten (10) days in advance of any payment of any such audits additional Taxes that they, Xxxx Co. or proceedings Specialized Fabrics or any Affiliate thereof pays to any Governmental Authority in connection with the extent settlement or other disposition of such audits or proceedings relate to a proposed adjustment that could adversely affect proceeding, the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense portion of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect additional Taxes attributable to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be representedTaxes.

Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7Section 7.02), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy Sunrise as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes for any period prior to Pre-Closing Period or any Pre-Closing Straddle Period. Sellers and the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers Company shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy Sunrise for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ ' prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented.

Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company Buyer on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7)Section 8), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy BPC as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the CompanyBuyer, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes involving BPC for any period prior to Pre-Effective Period or any Pre-Effective Straddle Period. Sellers and the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy BPC for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability Liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company Buyer also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company Buyer or BPC may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty forty-five (3045) days’ ' prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen thirty (1530) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company Buyer or BPC would be liable and not entitled to indemnification hereunder, the Company Buyer and BPC shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability Liability of the Company Buyer or BPC for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company Buyer and BPC each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the CompanyBuyer. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented. Notwithstanding the foregoing, neither Sellers nor any of the Affiliates shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which may adversely affect the liability for Taxes of Buyer, or any subsidiary of Buyer, without the prior written consent of Buyer.

Post-Closing Audits and Other Proceedings. In the case of any audit, examination or other proceeding (i“Proceeding”) Sellerswith respect to Taxes for which LifePoint is or may be liable pursuant to this Agreement (other than a Proceeding relating to Taxes for a Straddle Period), on the one handPurchaser shall promptly notify LifePoint in writing of any such Proceeding, and Company on the Purchaser shall timely execute or cause to be executed powers of attorney or other hand, each agree, at its own expense (except documents necessary to enable LifePoint to take all actions desired by LifePoint with respect to such Proceeding to the extent such expense, incurred to third parties, Proceeding may affect the amount of Taxes for which LifePoint is subject to indemnification liable pursuant to Article 7)this Agreement; provided that, in acting on behalf of the Acquired Entities, LifePoint shall take no position that Purchaser determines will result in any negative Tax consequence to furnish Purchaser or cause the Acquired Entities after the Effective Time. LifePoint shall have the sole right to be furnished to each othercontrol any such Proceedings, upon request, as promptly as practicable, such information and assistance (including access any Proceedings to books initiate claims for refunds of or credits with respect to any Taxes for which LifePoint is liable pursuant to this Agreement and recordsthat LifePoint believes are available) relating including the right to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, initiate any claim for refund or credit, file any audit, and the prosecution amended Return or defense of take any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment action that it deems appropriate with respect to such Taxes (or refunds or credits). All costs and expenses incurred in connection with any such Proceeding shall be borne by LifePoint, and Purchaser and the Acquired Entities shall be reimbursed by LifePoint for any period prior and all reasonable direct costs and expenses incurred by them in connection with such Proceeding. Any settlement of a Proceeding shall be made subject to the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ Purchaser’s prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the auditconsent. In the event that Purchaser’s consent is withheld, Purchaser will assume the control, costs and expenses of the Proceeding. If such Proceeding is ultimately resolved by payment of an amount in excess of the amount in the original settlement proposal (or receipt of a potential adjustment is present refund in an audit amount less than the amount in the original settlement proposal), Purchaser will pay the amount of such excess (or proceeding (otherwise controlled shall pay LifePoint the amount of such refund shortfall). If such Proceeding is ultimately resolved by Sellers) for which payment of an amount less than the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability amount of the Company original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), LifePoint will reimburse Purchaser for Taxes pursuant its costs and expenses to this Agreement or otherwise, on the other handextent of such difference. Notwithstanding the foregoing, (i) Sellers and the Company each may participate LifePoint shall control all Proceedings in the audit or proceeding, connection with any Tax claim relating to Taxes of any Acquired Entity for a Straddle Period and (ii) Purchaser shall control any issues with respect Tax claim that would reasonably be expected to have a material adverse effect on the proposed adjustment business, financial condition or otherwise pertaining to results of operation of Purchaser or the audit or proceeding shall be decided jointly by Sellers and Acquired Entities for any taxable periods ending after the Company. Notwithstanding the foregoing provisions of this SectionClosing Date, the parties to this Agreement shall endeavor to agree on excluding a joint representative or representatives Straddle Period addressed in any proceeding in which each is entitled to and desires to be represented6.6(e)(i).

Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy RedEarth as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes for any period prior to the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy RedEarth for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company for Taxes pursuant to this Agreement or otherwise, on the other hand, (i) Sellers and the Company each may participate in the audit or proceeding, and (ii) any issues with respect to the proposed adjustment or otherwise pertaining to the audit or proceeding shall be decided jointly by Sellers and the Company. Notwithstanding the foregoing provisions of this Section, the parties to this Agreement shall endeavor to agree on a joint representative or representatives in any proceeding in which each is entitled to and desires to be represented.