Common use of Purchaser’s Contest Rights Clause in Contracts

Purchaser’s Contest Rights. Subject to Section 8.8, Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the Target Entities. Purchaser shall keep Vendor duly informed of any proceedings in connection with any matter for which Purchaser may have a right to indemnification pursuant to this Article 8 and promptly provide Vendor with copies of all correspondence and documents relating to those proceedings. Vendor shall execute or cause to be executed such documents and shall take such action as reasonably requested by Purchaser to enable Purchaser to take any action Purchaser deems appropriate with respect to any proceedings in respect of which Purchaser has contest rights under this Agreement.

Purchaser’s Contest Rights. Subject to Section 8.87.6, the Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the Target EntitiesSubsidiaries. The Purchaser shall keep the Vendor duly informed of any proceedings in connection with any matter for which the Purchaser may have a right to indemnification pursuant to this Article 8 7 and promptly provide the Vendor with copies of all correspondence and documents relating to those proceedings. The Vendor shall execute or cause to be executed such documents and shall take such action as reasonably requested by the Purchaser to enable the Purchaser to take any action the Purchaser deems appropriate with respect to any proceedings in respect of which the Purchaser has contest rights under this Agreement.

Purchaser’s Contest Rights. Subject to Section 8.87.7, the Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the Target EntitiesDevCo. The Purchaser shall keep the Vendor duly informed of any proceedings in connection with any matter for which the Purchaser may have a right to indemnification pursuant to this Article 8 7 and promptly provide the Vendor with copies of all correspondence and documents relating to those proceedings. The Vendor shall execute or cause to be executed such documents and shall take such action as reasonably requested by the Purchaser to enable the Purchaser to take any action the Purchaser deems appropriate with respect to any proceedings in respect of which the Purchaser has contest rights under this Agreement.

Purchaser’s Contest Rights. Subject to Section 8.87.5, the Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the Target EntitiesCorporation. The Purchaser shall keep the Vendor duly informed of any proceedings in connection with any matter for which the Purchaser may have a right to indemnification pursuant to this Article 8 7 and promptly provide the Vendor with copies of all correspondence and documents relating to those proceedings. The Vendor shall execute or cause to be executed such documents and shall take such action as reasonably requested by the Purchaser to enable the Purchaser to take any action the Purchaser deems appropriate with respect to any proceedings in respect of which the Purchaser has contest rights under this Agreement, and where such matter is not subject to indemnification hereunder, at the cost and expense of the Purchaser.