Responsibility for Tax Audits and Contests. 5.5.1 From and after the Closing Date, each of the Buyer, on the one hand, and the Seller, on the other hand, shall notify the other in writing of any pending or threatened audits, adjustments, claims, examinations, assessments or other proceedings with respect to Taxes of any member of the Company Group or with respect to Non-Income Taxes of the Transferred Assets (“Tax Contests”) which are reasonably likely to affect the Liability for Taxes of such other Party. If either Party fails to give such timely notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the extent such failure to give notice actually and materially adversely affects the other Party.
Responsibility for Tax Audits and Contests. Seller shall control any audit or contest with respect to a Pre-Closing Tax Period and Buyer shall control any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control any audit or contest with respect to a Straddle Period. Neither Buyer nor Seller shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and Seller shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. Sellers shall control any audit or contest with respect to income Taxes for a Pre-Closing Tax Period or, with respect to all other Taxes, for a period ending on or before the Effective Time and Buyer shall control any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control any audit or contest with respect to a year during which a Straddle Period occurs; provided further, that the Party so in control of an audit or contest with respect to a Straddle Period shall allow the other Party to participate at such other Party’s cost and expense. The Party in control of an audit or controversy shall keep the other Party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Buyer nor Sellers shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and Sellers shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. If notice of any action, suit, investigation or audit with respect to Pre-Closing Taxes of a Company or its Subsidiaries is received by the Buyer (or any Affiliate), the Buyer shall promptly notify the Seller that previously owned the applicable Company in writing; provided, however, that the failure to give such notice as provided herein shall not relieve such Seller of liability for Pre-Closing Taxes except to the extent that such Seller is actually and materially prejudiced thereby. Each Seller shall control any audit or contest relating to Pre-Closing Taxes; provided, however, that the Buyer may participate in the conduct of any audit or contest of those Tax items of a Company or its Subsidiaries related to the portion of a Straddle Period beginning after the Closing Date. Neither the Buyer nor any Seller shall settle any such audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which consent the other Party shall not unreasonably withhold, delay or condition. The Buyer and the Sellers shall each provide the other with all information and authorizations reasonably necessary to conduct an audit or contest with respect to Taxes relating to the Companies and their Subsidiaries for Pre‑Closing Periods or Straddle Periods.
Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreement, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax.
Responsibility for Tax Audits and Contests. Buyer shall control any audit or contest after the Closing Date. Buyer shall keep Seller informed of the status of the audit or controversy (including providing copies of correspondence and pleadings) with respect to any audit or contest relating to Taxes payable prior to the Closing Date. Buyer shall not settle any such audit or contest in a way that would adversely affect Seller without Seller’s written consent, which consent Seller shall not unreasonably withhold.
Responsibility for Tax Audits and Contests. The Zephyr Owners shall control any audit or contest with respect to any Taxes for a Pre-Closing Tax Period; provided, however, that the Party with the greater potential Tax liability shall control any audit or contest with respect to a Straddle Period; provided further, that the Party so in control of an audit or contest with respect to a Straddle Period shall allow the other Party to participate at such other Party’s cost and expense. The Party in control of an audit or controversy shall keep the other Party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Buyer nor the Zephyr Owners shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold.
Responsibility for Tax Audits and Contests. (a) After the Closing, Buyer shall notify Pioneer in writing within fifteen (15) days of the receipt of the notice of any proposed assessment or commencement of any Tax audit or administrative or judicial Proceeding and of any Tax demand or claim on Buyer or any of its Affiliates that could reasonably be expected to result in an indemnification obligation of Pioneer or Seller pursuant to the terms of this Agreement (a “Tax Claim”); provided that failure to timely provide such notice shall not affect the right of Buyer’s indemnification hereunder, except to the extent Pioneer or Seller is materially prejudiced by such delay or omission. Such notice shall contain factual information describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax liability.
Responsibility for Tax Audits and Contests. Seller shall control any audit or contest relating the Tax liability of SWPL with respect to a Pre-Closing Tax Period and Buyer shall control any other audit or contest. Neither Buyer nor Seller shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and Seller shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. (a) With respect to any audit or contest relating to Taxes or Tax Returns in respect of the Company for any Pre-Closing Tax Period, Seller will control all proceedings, may make all decisions (including selection of counsel) and, without limiting the foregoing, may in its sole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Authority taken in connection thereof.
