Pre-Closing Return Contests Sample Clauses

Pre-Closing Return Contests. Seller shall have the right to control, at its own cost and expense, any Third Party Claim that is a Tax Contest with respect to a Pre-Closing Return which, if decided adversely, would be expected to constitute an Excluded Liability under this Agreement; provided, that Seller shall allow Buyer a reasonable opportunity to participate in the defense of such Tax Contest with its own counsel and at its own cost and expense. Seller shall be authorized to consent to a settlement of, or the entry of any judgment arising from, such settlement; provided, however, that prior to giving such consent, Seller shall consider Buyer’s comments in good faith to the extent that such proposed settlement or judgment is reasonably expected to adversely and disproportionately affect Buyer or its Affiliates.