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

Post-Closing Audits and Other Proceedings. In the case of any audit, examination or other proceeding (“Proceeding”) with respect to Taxes for which HCA is or may be liable pursuant to this Agreement (other than a Proceeding relating to Taxes for a Straddle Period), Purchaser shall promptly notify HCA in writing of any such Proceeding, and Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable HCA to take all actions desired by HCA with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which 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. 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 HCA, and Purchaser and the Acquired Entities shall be reimbursed by HCA for any 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 Purchaser’s prior written consent. 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 refund in an amount less than the amount in the original settlement proposal), Purchaser will pay the amount of such excess (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), HCA will reimburse Purchaser for its costs and expenses to the extent of such difference. 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 any audit, examination or other proceeding (“Proceeding”) with respect to Taxes for which HCA LifePoint is or may be liable pursuant to this Agreement (other than a Proceeding relating to Taxes for a Straddle Period), Purchaser shall promptly notify HCA LifePoint in writing of any such Proceeding, and Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable HCA LifePoint to take all actions desired by HCA LifePoint with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which HCA LifePoint is liable pursuant to this Agreement; provided that, in acting on behalf of the Acquired Entities, HCA LifePoint shall take no position that Purchaser determines will result in any negative Tax consequence to Purchaser or the Acquired Entities after the Effective Time. HCA LifePoint 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 LifePoint is liable pursuant to this Agreement and that HCA LifePoint 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 HCALifePoint, and Purchaser and the Acquired Entities shall be reimbursed by HCA LifePoint for any 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 Purchaser’s prior written consent. 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 refund in an amount less than the amount in the original settlement proposal), Purchaser will pay the amount of such excess (or shall pay HCA LifePoint 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), HCA LifePoint will reimburse Purchaser for its costs and expenses to the extent of such difference. Notwithstanding the foregoing, (i) HCA LifePoint 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)(i6.6(e)(i).

Post-Closing Audits and Other Proceedings. In the case of any audit, examination or other proceeding (“Proceeding”) with respect to Taxes for which HCA is or may be liable pursuant to this Agreement (other than a Proceeding relating to Taxes for a Straddle Period), Purchaser shall promptly notify HCA in writing of any such Proceeding, From and Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable HCA to take all actions desired by HCA with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which 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. 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 HCA, and Purchaser and the Acquired Entities shall be reimbursed by HCA for any 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 Purchaser’s prior written consent. 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 refund in an amount less than the amount in the original settlement proposal), Purchaser will pay the amount of such excess (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), HCA will reimburse Purchaser for its costs and expenses to the extent of such difference. 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 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 (“Tax Contests”). Except with respect to any Tax Contest with respect to Seller Income Tax Returns, Buyer shall control the conduct of any Tax Contest. The Seller Representative shall, at its own cost and expense, have the option to control any Tax Contest with respect to a Straddle Period addressed Seller Income Tax Returns to the extent it notifies Buyer of its intent to control such Tax Contest within 15 days of being notified of such Tax Contest (“Seller Tax Contest”). Buyer shall, and shall cause the Company to, cooperate in 6.7(e)(iall reasonable respects with the Seller Representative in the conduct of any such Seller Tax Contest. The Seller Representative shall keep the Buyer reasonably informed of the progress of any such 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 participate in the defense of any such Seller Tax Contest and to employ counsel of its choice for such purpose, the 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 Buyer’s review and comment, which the Seller Representative will consider in good faith. Notwithstanding anything in this Agreement to the contrary, the Seller Representative shall not resolve, settle, compromise, or abandon any issue or claim in a Seller Tax Contest without the prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed) of Buyer. Sellers, the Company, and Buyer shall cause the Company to make the alternative election pursuant to Section 6226(a) of the Code (and any comparable election for state Tax laws) with respect to Pre-Closing Tax Periods of the Company, after receipt of a notice of final partnership adjustment from the Internal Revenue Service or another Tax authority.

Post-Closing Audits and Other Proceedings. In From and after the case Closing Date, the Sellers and the ITI Entities shall give prompt notice to each other of any proposed adjustment by any taxing authority to Taxes of the North American Companies for any Pre-Closing Periods and any Straddle Period. Sellers, at their expense, shall have the right to assume control of any audit, examination claim for refund or other administrative or judicial proceeding (“Proceeding”) with respect to Taxes for which HCA is or may be liable pursuant to this Agreement (other than a Proceeding relating to Taxes for a Straddle Period), Purchaser shall promptly notify HCA in writing of involving any such Proceeding, and Purchaser shall timely execute or cause to be executed powers of attorney or other documents necessary to enable HCA to take all actions desired by HCA with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which 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 asserted Tax consequence to Purchaser or the Acquired Entities after the Effective Time. HCA shall have the sole right to control any such Proceedings, (including any Proceedings to initiate claims for refunds of or credits adjustment with respect to any Taxes for which HCA is liable pursuant to this Agreement and Pre-Closing Period; provided, 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 Sellers shall not settle any such Proceeding shall be borne by HCA, and Purchaser and Tax Liability without the Acquired Entities shall be reimbursed by HCA for any 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 Purchaser’s prior written consent. 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 ITI Entities (or receipt of a refund in an amount less than the amount in the original settlement proposalwhich consent shall not be unreasonably withheld), Purchaser will pay the amount of such excess (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)The ITI Entities, HCA will reimburse Purchaser for its costs and expenses to the extent of such difference. Notwithstanding the foregoingat their expense, (i) HCA shall control all Proceedings proceedings taken in connection with any Tax claim Liability relating to Taxes of the Business of the North American Companies or the Purchased Assets for any Acquired Entity for a Straddle Period and taxable period (iior portion thereof) 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 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, excluding 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 addressed 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 6.7(e)(i)advance of any payment of any such additional Taxes that they, Xxxx Co. or Specialized Fabrics or any Affiliate thereof pays to any Governmental Authority in connection with the settlement or other disposition of such proceeding, the portion of any such additional Taxes attributable to such Taxes.