Common use of Post-Closing Audits Clause in Contracts

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 by attending meetings with the relevant Governmental Entity; and (4) the Sellers Representative shall not settle, compromise or abandon the Audit without obtaining prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers Representative fails to exercise its right to control the conduct of any Audit described in this Section 11.04(b), Purchaser may, to the extent such Audit relates to Purchaser or the Company or the Company’s Subsidiaries, conduct, defend and settle the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, for any costs or expenses incurred in connection with the conduct, defense or settlement of such Audit. Notwithstanding the foregoing, and except 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, the provisions of this Section 11.03(b) shall not apply to any Partnership Tax Returns for any Pre-Closing Tax Period. (c) Purchaser shall have the right, at its own expense, to exercise control over the handling, disposition and/or settlement of any Audit regarding any Tax Return other than as described in Section 11.03(b) 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, Purchaser shall not settle any issue that would result in a required indemnification payment by Sellers under Article IX or XI without the prior consent of the Sellers Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (d) (i) The Sellers Representative shall notify Purchaser if, in the course of any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity.

Post-Closing Audits. (ai) Purchaser Buyer shall notify the Sellers Representative Seller in writing within 20 ten (10) days after receipt by Purchaser Buyer or the Company or its Subsidiaries of written notice of the commencement of any official inquiry, examination, audit or other administrative or judicial proceeding (an “Audit”) regarding any Tax Return or Taxes for any of the Company with a 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 right 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 exercise control at the Seller’s expense of Sellers, to control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any Pre-Closing Tax PeriodPeriod to the extent the Seller is responsible to indemnify the Buyer for said disputed Taxes pursuant to Section 7.7(g) and Article IX; provided, however, that Buyer shall have the Sellers Representative shall defend right to participate in any such Audit diligently and in good faithmatter at Buyer’s expense, and the Seller shall keep Purchaser the Buyer reasonably informed as to of the status of and material developments in such Audit and provide Purchaser matter (including providing the Buyer with copies of any all written materials relating to correspondence regarding 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 (1matter) and 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 by attending meetings with the relevant Governmental Entity; and (4) the Sellers Representative Seller shall not settle, compromise or abandon settle any such proceedings without the Audit without obtaining prior Seller’s advance written consent of Purchaserconsent, which consent shall not be unreasonably withheld, conditioned or delayed. If Buyer shall cooperate with the Sellers Representative fails Seller, as reasonably requested by the Seller, in any such Audit, including without limitation through delivery to exercise its right to control the conduct Seller of any Audit described in this Section 11.04(b), Purchaser may, power of attorney reasonably required to allow the extent such Audit relates Seller and its counsel to Purchaser or represent the Company or the Company’s Subsidiaries, conduct, defend and settle the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, for any costs or expenses incurred in connection with the conduct, defense or settlement of such Audit. Notwithstanding the foregoing, and except 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, the provisions of this Section 11.03(b) shall not apply to any Partnership Tax Returns for any Pre-Closing Tax Period. (c) Purchaser Buyer shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any Audit issue raised in any official inquiry, examination or proceeding regarding any Tax Return other than as described in Section 11.03(b7.7(f)(i) above (including the right to settle or otherwise terminate any contest with respect {N0221423 } 58 thereto); provided, provided that in the case of any Tax Return of the Company for a period beginning before the Closing Date, Purchaser Buyer shall not settle any issue that would result in a required indemnification payment by Sellers under Article IX or XI without only with the prior written consent of the Sellers RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) (i) The Sellers Representative shall notify Purchaser if, in the course of any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity.

Post-Closing Audits. (a) Purchaser shall notify the Sellers Representative in writing within 20 days after receipt by Purchaser or the Operating 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 TaxesAffiliates) or Taxes of the Company, Operating 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(a11.04(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 by attending meetings with the relevant Governmental Entity; and (4) the Sellers Representative shall not settle, compromise or abandon the Audit without obtaining prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers Representative fails to exercise its right to control the conduct of any Audit described in this Section 11.04(b), Purchaser may, to the extent such Audit relates to Purchaser or the Operating Company or the Operating Company’s Subsidiaries, conduct, defend and settle the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, for any costs or expenses incurred in connection with the conduct, defense or settlement of such Audit. Notwithstanding the foregoing, foregoing and except 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 TaxesAffiliates, the provisions of this Section 11.03(b11.04(b) shall not apply to any Partnership Tax Returns for any Pre-Closing Tax Period. (c) Purchaser shall have the right, at its own expense, to exercise control over the handling, disposition and/or settlement of any Audit regarding any Tax Return other than as described in Section 11.03(b11.04(b) 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, Purchaser shall not settle any issue that would result in a required indemnification payment by Sellers under Article IX or Article XI without the prior consent of the Sellers Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (d) (i) The Sellers Representative shall notify Purchaser if, in the course of any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity.

Post-Closing Audits. (ai) Purchaser The Buyer shall notify the Sellers Seller Representative in writing within 20 days after receipt by Purchaser the Buyer 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 Periodperiod with respect to which the Sellers may have an indemnification obligation under Section 10.3(c); provided, that the failure to provide such notice shall not relieve Sellers of their obligations pursuant to Article IX Section 10.3 or this Article XISection 13, except to the extent that Sellers are actually prejudiced thereby. The Sellers Seller Representative shall notify Purchaser the Buyer in writing within 20 days after receipt by the Sellers Seller 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. (bii) 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 Within 20 days after delivery of notification from Buyer or receipt by the Sellers Seller Representative of a notice (as applicable) pursuant to Section 11.03(a10.3(d)(i), the Seller Representative shall, upon written notice thereof to Buyer, have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, to control over the handling, disposition and/or settlement of any Audit regarding any Pre-Tax period of the Company that ends on or before the Closing Tax PeriodDate; provided, that the Sellers Seller Representative shall defend such Audit diligently and in good faith, and shall keep Purchaser the Buyer reasonably informed as to the status of and material developments in such Audit and provide Purchaser Audit, including by providing the Buyer with copies of any written materials relating to such Audit received from or submitted to any the relevant Governmental EntityAuthority; provided further that if such Audit could have an adverse impact on Purchaser Buyer, any Affiliate of Buyer or the Company or any of its Affiliates or Subsidiaries Company Subsidiary (1) the Sellers Seller Representative shall consult with Purchaser Buyer before taking any significant action in connection with such Audit; (2) the Sellers Seller Representative shall consult with Buyer and offer Purchaser a reasonable Buyer an opportunity to comment before submitting to any Governmental Entity any written materials prepared or furnished in connection with such Audit; (3) Purchaser Buyer (or an Affiliate of PurchaserBuyer) shall be entitled to participate, at its own expense, in such Audit, including by attending meetings with the relevant Governmental EntityAuthority; and (4) the Sellers Seller Representative shall not settle, compromise or abandon the Audit without obtaining prior written consent of Purchaserthe Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers Representative Seller fails to exercise its right to control the conduct of any Audit described in this Section 11.04(b10.3(d)(ii), Purchaser may, to the extent such Audit relates to Purchaser or the Company or the Company’s Subsidiaries, Buyer may conduct, defend and settle the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, Buyer for any costs or expenses incurred in connection with the conduct, defense or settlement of such Audit. Notwithstanding the foregoing, and except 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, the provisions of this Section 11.03(b) shall not apply to any Partnership Tax Returns for any Pre-Closing Tax Period. (ciii) Purchaser The Buyer shall have the right, at its own expense, to exercise control over the handling, disposition and/or settlement of any Audit regarding any Tax Return other than as described in Section 11.03(b10.3(b)(ii) 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, Purchaser the Buyer shall not settle any issue that would result in a required indemnification payment by the Sellers under Article IX or XI Section 10.3(b) without the prior consent of the Sellers Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (div) (iIn the event of a conflict between the provisions of this Section 10.3(d) The Sellers Representative and Section 13.3, this Section 10.3(d) shall notify Purchaser if, in exclusively govern all matters relating to the course conduct of any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by the IRS Audits with respect to Tax Returns or any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental EntityTaxes.

Post-Closing Audits. (a) Purchaser Notwithstanding anything in this Agreement to the contrary, Xxxxxxxx shall notify have the Sellers Representative in writing within 20 days after receipt right to assume the defense of any tax audit, proposed adjustment or claim made by Purchaser the IRS or other taxing authority which will or could affect the tax liabilities of the Companies or the Company Partnership ("Tax Claims"). If Xxxxxxxx receives a notice or its Subsidiaries of written inquiry from the IRS or other taxing authority as to a Tax Claim, notice of such fact shall be promptly communicated to the commencement of any official inquiryShareholders Representatives. Conversely, examination, audit if one or more Shareholders receive a notice or written inquiry from the IRS or other administrative or judicial proceeding (“Audit”) regarding any taxing authority as to a Tax Return or Taxes for any Pre-Closing Tax Period; providedClaim, 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 such fact shall be promptly communicated 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 SubsidiariesXxxxxxxx. (b) Provided that Sellers may be responsible under Article IX or XI for any Taxes that might resultNotwithstanding the provisions of subsection (a) of this Section, the Sellers Representative Shareholders Representatives shall have the right, exercised by written notice given at their expense, to Purchaser within 20 days after delivery or receipt appoint such counsel and accountants deemed necessary by the Sellers Representative Shareholders Representatives to consult with and remain advised by Xxxxxxxx in any contest of a notice pursuant Tax Claim and, to Section 11.03(a), on behalf of Sellers the extent requested by Xxxxxxxx and at the expense of Sellersthe Shareholders Representatives, to control they shall cooperate with and assist Xxxxxxxx in the handling, disposition and/or settlement contest of any Audit regarding any Pre-Closing such Tax Period; providedClaim. In connection therewith, that the Sellers Representative Xxxxxxxx shall defend such Audit diligently and consider, in good faith, the written advice of such counsel and shall keep Purchaser reasonably informed as accountants together with the risk to the status of and material developments which following such advice may result 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 judgment or any of its Affiliates or Subsidiaries (1) decision. Notwithstanding the Sellers Representative foregoing, Xxxxxxxx shall consult with Purchaser before taking any significant action have the final authority to determine all matters in connection with the contest of any such AuditTax Claim; provided, however, that (2i) 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 by attending meetings with the relevant Governmental Entity; and (4) the Sellers Representative Chiquita shall not settle, compromise or abandon settle any Tax Claim and thereafter seek reimbursement from the Audit without obtaining prior written consent of PurchaserEscrow Funds unless the Shareholders Representatives shall have jointly consented to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers Representative fails and (ii) if (1) Xxxxxxxx determines not to exercise its right to control the conduct accept a monetary settlement of any Audit described in this Section 11.04(b), Purchaser may, such Tax Claim following Xxxxxxxx receipt of written notice from the Shareholders' Representatives requiring Chiquita's acceptance of such a settlement for an amount (the "Tax Settlement Amount") acceptable to the extent Shareholders and the IRS or any other taxing authority, (2) such Audit relates determination by Xxxxxxxx is not based, at least in part, on Chiquita's good faith decision that such a settlement may be prejudicial as a precedent to Purchaser the general affairs, business, prospects, properties, financial position, results of operation or net worth of Xxxxxxxx or the Companies or the Partnership, and (3) a settlement or judgment in excess of the Tax Settlement Amount is thereafter rendered against Xxxxxxxx, the Company or any of the Company’s Subsidiariesrespective officers or directors, conduct, defend no claim for reimbursement from the Escrow Funds under Section 12.1 may thereafter be made with respect to such Tax Claim against the Shareholders in excess of the Tax Settlement Amount consented to by the Shareholders Representatives and settle Xxxxxxxx shall indemnify and hold the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, for any costs or expenses incurred in connection with the conduct, defense or settlement of such Audit. Notwithstanding the foregoing, and except Shareholders Representatives harmless with respect to any matter pertaining to a Partnership Tax Return which (i) could not reasonably be expected to involve such excess amount and 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, the provisions of this Section 11.03(b) shall not apply to any Partnership Tax Returns for any Pre-Closing Tax Periodother costs associated therewith. (c) Purchaser shall have After the rightClosing, at its own expense, to exercise control over Xxxxxxxx will not (nor will Xxxxxxxx cause any of the handling, disposition and/or settlement of Companies or the Partnership to) file any Audit regarding amended Tax returns or claims for refunds for the Companies or the Partnership for any Tax Return other than as described in Section 11.03(b) above (including the right to settle periods ending on 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, Purchaser shall not settle any issue that would result in a required indemnification payment by Sellers under Article IX or XI Date without the prior written consent of the Sellers RepresentativeShareholders Representatives, which consent shall will not be unreasonably withheld; provided, conditioned however, that if the Shareholders Representatives consent to the filing of an amended return, and such amended return creates additional tax liability for the Shareholders, Xxxxxxxx shall seek reimbursement from the Escrow Funds only if in Chiquita's good faith judgment the failure to file such an amended return could cause a penalty under federal or delayed. (d) (i) The Sellers Representative shall notify Purchaser if, in the course of state laws or regulations to be imposed on any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by Companies or the IRS or Partnership, and in all other cases, the Companies shall be responsible for such additional tax liability and will indemnify and hold the Shareholders harmless with respect thereto and any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entitycosts associated therewith.

Post-Closing Audits. (ai) Purchaser shall notify the Sellers Representative Sellers' Representatives in writing within 20 10 days after receipt by Purchaser or Purchaser, the Company or its Subsidiaries of written notice any Subsidiary of the commencement Company of any official inquiry, examination, audit or other administrative or judicial proceeding (“notification by a Governmental Authority of any 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 Sellers' Representatives shall have the right, exercised by written notice given right to Purchaser within 20 days after delivery or receipt by the Sellers Representative of a notice pursuant to Section 11.03(a)exercise, on behalf of the Sellers and at the expense of the Sellers, to control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any Pre-taxable period that ends on or before the Closing Tax PeriodDate; provided, however, that the Sellers Representative Sellers' Representatives shall defend not be entitled to handle, dispose of or settle any such Audit diligently and in good faith, and shall keep Purchaser reasonably informed as to if the status resolutions 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 reasonably be expected to increase the Tax liability of the Company or any of its Affiliates Subsidiaries for any Tax period or Subsidiaries portion thereof after the Closing Date (1) a "Joint Audit"). In the Sellers Representative shall consult with Purchaser before taking case of 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 Joint Audit, including by attending meetings with Purchaser and Sellers' Representatives shall exercise joint control over the relevant Governmental Entity; and (4) the Sellers Representative shall not settlehandling, compromise or abandon the Audit without obtaining prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If the Sellers Representative fails to exercise its right to control the conduct of any Audit described in this Section 11.04(b), Purchaser may, to the extent such Audit relates to Purchaser or the Company or the Company’s Subsidiaries, conduct, defend and settle the Audit in such manner as it deems appropriate in its sole discretion, and Sellers shall, jointly and severally, promptly pay or reimburse Purchaser, as applicable, for any costs or expenses incurred in connection with the conduct, defense disposition or settlement of such Joint Audit and shall cooperate in the defense of such Joint Audit. Notwithstanding the foregoingThe parties shall provide reasonable cooperation to one another in defending any Audit, and except with respect to any matter pertaining to a Partnership Tax Return which (i) could not reasonably each party shall 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, the provisions of this Section 11.03(b) shall not apply to any Partnership Tax Returns responsible for any Pre-Closing Tax Periodexpenses incurred by such party in defending any Audit. (cii) Purchaser shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any Audit issue raised in any written inquiry, examination, proceeding or inquiry regarding any Tax Return other than as described in Section 11.03(b6.06(d)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided, provided that in the case of any Tax Return for a period beginning before the Closing Date, Purchaser shall not settle any issue that (if such settlement would result in a required indemnification payment by the Sellers under Article IX or XI without Section 9.01(a)(v)) only with the prior consent of the Sellers Representative, Sellers' Representatives which consent shall not be unreasonably withheld, conditioned or delayed. (d) (i) The Sellers Representative shall notify Purchaser if, in the course of any Audit, Sellers’ purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity, and (ii) Purchaser shall notify the Sellers Representative if, in the course of any Audit, Purchaser’s purchase price allocation under Section 1060 of the Code is challenged by the IRS or any other Governmental Entity.