Common use of Responsibility for Tax Audits and Contests Clause in Contracts

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. Sellers The Seller and Seller’s Shareholders shall control any audit or contest with respect to income Taxes for a Pre-Closing Date Tax Period or, with respect to all other Taxes, for a period ending on or before the Effective Time Closing Date and Buyer the Purchaser 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 the Purchaser nor Sellers the Seller and Seller’s Shareholders 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 The Purchaser and Sellers the Seller and Seller’s Shareholders 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 The Seller shall control any audit or contest with respect to income Taxes for a Prepre-Closing Tax Period Date tax period or, with respect to all other Taxes, for a period ending on or before the Effective Time Closing Date and the Buyer shall control any other audit or contest; provided, however, that the Party 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 party so in control of an audit or contest with respect to a Straddle Period shall allow the other Party party to participate at such other Partyparty’s cost and expense. The Party party in control of an audit or controversy shall keep the other Party party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Buyer nor Sellers party shall settle any audit or contest in a way that would adversely affect the other Party party without the other Partyparty’s written consent, which the other Party party shall not unreasonably withhold. Buyer and Sellers The parties 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 Contributors shall control and bear the cost of any audit or contest with respect to income Taxes for a Pre-Closing Effective Time Tax Period oror relating to ICC prior to its conversion to a limited liability company, with respect to all other Taxes, for a period ending on or before the Effective Time and Buyer Contributee shall control and bear the cost of any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control and bear the cost of 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 Contributee nor Sellers Contributors 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 Contributee and Sellers Contributors shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.