Common use of Pre-Closing Tax Periods Clause in Contracts

Pre-Closing Tax Periods. Sellers shall have the right, at their expense, to control any Tax Proceeding in respect of the Transferred Entities for any Pre-Closing Tax Period; provided, however, that Sellers shall provide Purchasers with a timely and reasonably detailed account of each stage of such Tax Proceeding and shall permit Purchasers to participate in the Tax Proceeding at its expense, through counsel or accountants reasonably acceptable to Sellers, and Sellers shall not settle, compromise, or conclude any such Tax Proceeding without the prior written consent of the applicable Purchaser, which consent shall not be unreasonably withheld or conditioned. Purchasers, at Sellers’ expense, may control and contest any Tax Proceeding which Sellers would otherwise have the right to control under this Section 7.4(b) if Sellers (i) decline or fail to contest such Tax Proceeding or (ii) do not substantially comply with the provisions of the preceding sentence; provided, however, that if the applicable Purchaser exercises its right to control and contest any Tax Proceeding under the preceding clause, such Purchaser shall (i) provide Sellers with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed, and (iii) consult with Sellers concerning the appropriate strategy for contesting such Tax Proceeding.

Pre-Closing Tax Periods. Sellers The Shareholders' Representative shall have control the rightconduct, at their expensesubject to reimbursement from the Escrow Fund, to control of all stages of any Tax Proceeding in audit or other administrative or judicial Tax proceeding (a "Tax Proceeding") with respect to any of the Transferred Purchased Entities for any Pre-Closing Tax Period; provided, however, that Sellers the Shareholders' Representative shall provide Purchasers with a timely and reasonably detailed account of each stage of such Tax Proceeding and shall permit Purchasers allow Buyer to participate in the any such Tax Proceeding at its expense, through counsel or accountants reasonably acceptable to SellersProceeding, and Sellers the Shareholders' Representative shall not settle, compromise, or conclude with respect to any such Tax Proceeding controlled by him accept any proposed adjustment or enter into any settlement or agreement that would create additional Tax liabilities of the Company or Buyer (unless they would be fully indemnified by the Escrow Fund and/or the Controlling Shareholders), without the prior express written consent of the applicable PurchaserBuyer, which consent shall not be unreasonably withheld or conditioned. Purchasers, at Sellers’ expense, may control unduly delayed; and contest any provided further that if such Tax Proceeding relates primarily to material Taxes for which Sellers would otherwise the Company or any of the Purchased Entities may be potentially liable and for which the Controlling Shareholders are not required to fully indemnify Buyer under Section 8.1, then Buyer shall have the right to control under this Section 7.4(b) if Sellers (i) decline or fail to contest such the Tax Proceeding or (ii) do not substantially comply with Proceeding. The Shareholders' Representative shall have the provisions of the preceding sentence; provided, however, that if the applicable Purchaser exercises its right to control and contest any Tax Proceeding under the preceding clause, such Purchaser shall (i) provide Sellers with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) not settle, compromise or abandon participate in any such Tax Proceeding controlled by Buyer and in which the Controlling Shareholders are reasonably likely to have an indemnification obligation under Section 8.1 (by a claim against the Escrow Fund or otherwise) or in which the Controlling Shareholders may be potentially liable for any Tax; and Buyer shall not with respect to any such Tax Proceeding accept any proposed adjustment or enter into any settlement or agreement that would materially increase such indemnification obligation or would create additional Tax liabilities of the Company Shareholders with respect to the Section 338(h)(10) Election Taxes under Section 1.5(f), or otherwise, without obtaining the prior express written consent of Sellersthe Shareholders' Representative, which consent shall not be unreasonably withheld or unduly delayed, and (iii) consult with Sellers concerning the appropriate strategy for contesting such Tax Proceeding.

Pre-Closing Tax Periods. Sellers The Seller shall have be entitled to assume and control (including as to settlements) Tax Proceedings relating to the rightPurchased Assets, at their expensethe Equity Interests, the Conveyed Companies, the Business or the L Tape Product Line for any taxable period that ends on or before the Closing Date, except to the extent such Tax Proceeding is in connection with any Transfer Taxes, and shall provide written notice to Purchaser whether it elects so to control any such Tax Proceeding in respect no later than 30 days after receipt by Seller of the Transferred Entities for any Pre-Closing written notice of such Tax PeriodProceeding; provided, however, that Sellers in the case of any Tax Proceeding relating to any Conveyed Company (and, in the case of clauses (i)(B), (ii) and (iii) below, any other Tax Proceeding that could reasonably be expected to affect Purchaser or its Affiliates), if Seller elects to control such Tax Proceeding, then (i) Purchaser shall be entitled to (A) participate fully in the conduct of such Tax Proceeding and (B) consult with Seller, at its own expense, regarding any such Tax Proceeding, (ii) the Seller shall provide Purchasers the Purchaser with a timely and reasonably detailed account of each stage of such Tax Proceeding and shall permit Purchasers a copy of all documents (or portions thereof) relating to participate in the Tax Proceeding at its expense, through counsel or accountants reasonably acceptable to Sellers, and Sellers shall not settle, compromise, or conclude any such Tax Proceeding without the prior written consent of the applicable Purchaser, which consent shall not be unreasonably withheld or conditioned. Purchasers, at Sellers’ expense, may control and contest any Tax Proceeding which Sellers would otherwise have the right to control under this Section 7.4(b) if Sellers (i) decline or fail to contest such Tax Proceeding or (ii) do not substantially comply with the provisions of the preceding sentence; provided, however, that if the applicable Purchaser exercises its right to control and contest any Tax Proceeding under the preceding clause, such Purchaser shall (i) provide Sellers with a timely and reasonably detailed account of each stage of such Tax Proceeding, (ii) not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed, and (iii) consult with Sellers concerning the appropriate strategy for contesting any settlement or other disposition of any such Tax ProceedingProceeding may only be made with the consent of Purchaser, which consent may not be unreasonably withheld. Any dispute regarding the settlement or other disposition of any such Tax Proceeding shall be resolved, consistent with clause (iii) above, pursuant to the procedures provided in Section 6.12.