Common use of Post-Closing Audits Clause in Contracts

Post-Closing Audits. (i) The Buyer shall notify the Seller Representatives in writing within 10 days after receipt by the Buyer, the Company or any Subsidiary of the Company of any official inquiry, examination, audit or proceeding ("Audit") regarding any Tax Return or period with respect to which the Sellers may have a right to a refund under Section 10.3(b) or an indemnification obligation under Section 10.3(e). The Seller Representatives shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any taxable period that ends on or before the Closing Date. The Buyer shall cooperate with the Seller Representatives, as reasonably requested by the Seller Representatives, in any such Audit. (ii) The Buyer shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any official inquiry, examination or proceeding regarding any Tax Return other than as described in Section 10.3(d)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided that in the case of any Tax Return for a period beginning before the Closing Date, the Buyer shall settle any issue (if such settlement would result in a required indemnification payment by the Sellers under Section 10.3(e)) only with the prior consent of the Seller Representatives, which consent shall not be unreasonably withheld.

Post-Closing Audits. (i) The Buyer shall notify the Seller Representatives in writing within 10 ten (10) days after receipt by the Buyer, the Company Company, or any Subsidiary of the Company Affiliate thereof, of any official inquiry, examination, audit or proceeding ("Audit") regarding any Tax Return or period with respect to which the Sellers Seller may be liable for Taxes pursuant to section 8.6(a) or for which Seller may have a right to a refund under Section 10.3(b) or an indemnification obligation under Section 10.3(esection 8.6(e). The Seller Representatives shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellersits own expense, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any taxable period that ends on or before the Seller's Pre-Closing DateReturn. The Buyer shall cooperate with the Seller RepresentativesSeller, as Seller may reasonably requested by the Seller Representativesrequest, in any such Audit. (ii) The Buyer shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any official inquiry, examination or proceeding regarding any Tax Return other than as described in Section 10.3(d)(isection 8.6(d)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided that that, in the case of any Tax Return for a period beginning before the Closing Date, the Buyer shall settle any issue (if such settlement would result in a required indemnification payment by the Sellers Seller under Section 10.3(esection 8.6(e)) only with the prior consent of the Seller RepresentativesSeller, which consent shall not be unreasonably withheld.

Post-Closing Audits. (i) The Buyer shall notify the Seller Representatives Members’ Representative in writing within 10 ten (10) days after receipt by Buyer or the Buyer, the Company or any Subsidiary of the Surviving Company of any official inquiry, written notice of any examination, audit or proceeding ("“Audit"”) regarding any Tax Return with a Tax period ending on or period with respect to which before the Sellers may have a right to a refund under Section 10.3(b) or an indemnification obligation under Section 10.3(e)Closing Date. The Seller Representatives Members’ Representative shall have the right to exercise, on behalf of the Sellers Members and at the expense of the SellersMembers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any taxable Tax period that ends on or before the Closing Date; provided that the disposition or settlement shall be subject to the prior written consent of Buyer, which shall not be unreasonably withheld. The Buyer shall cooperate with the Seller RepresentativesMembers’ Representative, as reasonably requested by the Seller RepresentativesMembers’ Representative, in any such Audit. (ii) The Buyer shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any official inquiry, examination or proceeding Audit regarding any Tax Return other than as described in Section 10.3(d)(i10.5(d)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided that in the case of any Tax Return for a period beginning before the Closing Date, the Buyer shall settle any issue (if such settlement would result in a required indemnification payment by the Sellers under Section 10.3(e)) only with the prior written consent of the Seller RepresentativesMembers’ Representative, which consent shall not be unreasonably withheld.

Post-Closing Audits. (i) The Buyer Purchaser shall notify the Seller Representatives Representative in writing within 10 30 days after receipt by the BuyerPurchaser, the Company or any Company Subsidiary of the Company of any official written inquiry, examination, audit or proceeding ("“Audit"”) regarding any Tax Return return or period with respect to which the Sellers may have a right to a refund under Section 10.3(b) or additional Tax liability. In such an indemnification obligation under Section 10.3(e). The event, the Seller Representatives Representative shall have the right to exercise, on behalf of the Sellers and at the expense of the Sellers, control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any taxable period Taxable Period that ends on or before the Closing DateDate to the extent such issue relates to the Sellers additional Tax liability. The Buyer Purchaser shall cooperate with the Seller RepresentativesRepresentative, as reasonably requested by the Seller RepresentativesRepresentative, in any such Audit. (ii) The Buyer Purchaser shall have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any official inquiry, examination or proceeding Audit regarding any Tax Return return other than as described in Section 10.3(d)(i8.04(f)(i) above (including the right to settle or otherwise terminate any contest with respect thereto); provided provided, however, that in the case of any Tax Return return for a period beginning before the Closing Date, the Buyer Purchaser shall settle any issue only with the prior consent of the Seller Representative (which consent will not be unreasonably withheld) if such settlement would could result in a required indemnification payment by the Sellers Seller Parties under Section 10.3(e)) only with the prior consent of the Seller Representatives, which consent shall not be unreasonably withheld.Article IX. * Confidential Treatment Requested -36-