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

Post-Closing Audits and Other Proceedings. In the case of an audit, examination or other proceeding ("Proceeding") with respect to Taxes for which Sellers may be liable pursuant to this Agreement, Buyer shall promptly inform Sellers, and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Sellers to take such actions desired by Sellers consistent with the terms of this Agreement with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Sellers are liable pursuant to this Agreement. Sellers shall have the right to control any such Proceedings. All costs and expenses incurred in connection with any such Proceeding shall be borne by Sellers, and Buyer and the Companies shall be reimbursed by Sellers for any and all reasonable out of pocket expenses, including the costs and expenses of legal counsel and accountants, incurred by them in connection with such Proceeding. Sellers will not settle any Proceeding without first presenting to Buyer Sellers' written promise to pay the costs of settling such Proceeding and then obtaining Buyer's prior written consent. In the event that Buyer's consent is withheld, Buyer 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, Buyer will pay the amount of such excess to Sellers. If such Proceeding is ultimately resolved by payment of an amount less than the amount of the original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), Sellers will reimburse Buyer for its costs and expenses to the extent of such differences.

Post-Closing Audits and Other Proceedings. In the case of an any audit, examination or other proceeding ("“Proceeding"”) with respect to Taxes for which Sellers HCA is or may be liable pursuant to this AgreementAgreement (other than a Proceeding relating to Taxes for a Straddle Period), Buyer Purchaser shall promptly inform Sellersnotify HCA in writing of any such Proceeding, and Buyer Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable Sellers HCA to take such all actions desired by Sellers consistent with the terms of this Agreement HCA with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Sellers are HCA is liable pursuant to this Agreement; provided that, in acting on behalf of the Acquired Entities, HCA shall take no position that Purchaser determines will result in any negative Tax consequence to Purchaser or the Acquired Entities after the Effective Time. Sellers HCA shall have the sole right to control any such Proceedings, (including any Proceedings to initiate claims for refunds of or credits with respect to any Taxes for which HCA is liable pursuant to this Agreement and that HCA believes are available) including the right to initiate any claim for refund or credit, file any amended Return or take any other 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 SellersHCA, and Buyer Purchaser and the Companies Acquired Entities shall be reimbursed by Sellers HCA for any and all reasonable out of pocket expenses, including the direct costs and expenses of legal counsel and accountants, incurred by them in connection with such Proceeding. Sellers will not settle any Any settlement of a Proceeding without first presenting shall be made subject to Buyer Sellers' written promise to pay the costs of settling such Proceeding and then obtaining Buyer's Purchaser’s prior written consent. In the event that Buyer's Purchaser’s consent is withheld, Buyer 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 refund in an amount less than the amount in the original settlement proposal), Buyer Purchaser will pay the amount of such excess to Sellers(or shall pay HCA the amount of such refund shortfall). If such Proceeding is ultimately resolved by payment of an amount less than the amount of the original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), Sellers HCA will reimburse Buyer Purchaser for its costs and expenses to the extent of such differencesdifference. Notwithstanding the foregoing, (i) HCA shall control all Proceedings in connection with any Tax claim relating to Taxes of any Acquired Entity for a Straddle Period and (ii) Purchaser shall control any Tax claim that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operation of Purchaser or the Acquired Entities for any taxable periods including or ending after the Closing Date, excluding a Straddle Period addressed in 6.7(e)(i).

Post-Closing Audits and Other Proceedings. In the case of an any audit, examination or other proceeding ("Proceeding") with respect to Taxes for which Sellers are or may be liable pursuant to this AgreementAgreement (other than a Proceeding relating to Taxes for a Straddle Period), Buyer Purchaser shall promptly inform Sellersnotify Sellers in writing of any such Proceeding, and Buyer Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable Sellers to take such all actions desired by Sellers consistent with the terms of this Agreement with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Sellers are liable pursuant to this Agreement. Sellers shall have the sole right to control any such Proceedings, (including any Proceedings to initiate claims for refunds of or credits with respect to any Taxes for which Sellers are liable pursuant to this Agreement and that Sellers believe are available) including the right to initiate any claim for refund or credit, file any amended Return or take any other 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 Sellers, and Buyer Purchaser and the Companies Acquired Entities shall be reimbursed by Sellers for any and all reasonable out of pocket expenses, including the direct costs and expenses of legal counsel and accountants, incurred by them in connection with such Proceeding. Sellers shall keep Purchaser informed of all material developments and events relating to such Proceeding and will not settle any Proceeding without first presenting to Buyer Sellers' written promise to pay the costs of settling such Proceeding and then obtaining BuyerPurchaser's prior written consent. In the event that BuyerPurchaser's consent is withheld, Buyer 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 refund in an amount less than the amount in the original settlement proposal), Buyer Purchaser will pay the amount of such excess to Sellers(or shall pay Sellers the amount of such refund shortfall). If such Proceeding is ultimately resolved by payment of an amount less than the amount of the original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), Sellers will reimburse Buyer Purchaser for its costs and expenses to the extent of such differencesdifference. Notwithstanding the foregoing, Sellers and Purchaser shall jointly control all Proceedings in connection with (i) any Tax claim relating to Taxes of any Acquired Entity for a Straddle Period and (ii) any Tax claim that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operation of Purchaser or the Acquired Entities for any taxable periods including or ending after the Closing Date. HCA shall, upon Purchaser's request and at Purchaser's sole cost, provide Purchaser with copies of filings made in proceedings that relate to CCN Taxes and the corresponding statements or reports made by Governmental Authorities with respect to such Taxes.