Common use of Responsibility for Tax Audits Clause in Contracts

Responsibility for Tax Audits. Seller shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes for which Seller is liable pursuant to Section 7.1, and Buyer shall control any other Tax Audit relating to the Company or the Company Assets; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer shall keep Seller notified of any developments in such Tax Audit and Seller shall have the right to participate in such Tax Audit at its own expense; and provided further that no such matter shall be settled without the written consent of Seller, not to be unreasonably withheld, delayed or conditioned. Buyer and Seller shall each timely provide the other with all information and cooperation reasonably requested to conduct a Tax Audit with respect to Taxes relating to the Company, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits that could adversely affect the other.

Responsibility for Tax Audits. Seller shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes for which Seller is liable pursuant to Section 7.114.1, and if Closing occurs, Buyer shall control any other Tax Audit relating to the Company or the Company AssetsTaxes for which Buyer is liable pursuant to Section 14.1; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer shall keep Seller notified of any developments in such Tax Audit and Seller shall have the right to participate in such Tax Audit at its own expense; and provided further that no such matter shall be settled without the written consent of Seller, not to be unreasonably withheld, delayed or conditioned. Buyer and Seller shall each timely provide the other with all information and cooperation reasonably requested to conduct defend a Tax Audit with respect to Taxes relating to the CompanyCompanies, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits that could adversely affect the other.

Responsibility for Tax Audits. Seller shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes for which Seller is liable pursuant to Section 7.1, and Buyer shall control any other Tax Audit relating to the Company or the Company Assets; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer shall keep Seller notified of any developments in such Tax Audit and Seller shall have the right to participate in such Tax Audit at its own expense; and provided further that no such matter shall be settled Purchase and Sale Agreement without the written consent of Seller, not to be unreasonably withheld, delayed or conditioned. Buyer and Seller shall each timely provide the other with all information and cooperation reasonably requested to conduct a Tax Audit with respect to Taxes relating to the Company, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits that could adversely affect the other.

Responsibility for Tax Audits. Seller shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Effective Time Tax Period with respect to Taxes for which Seller is liable pursuant to Section 7.1, and Buyer shall control any other Tax Audit relating to the Company or the Company Assets; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer shall keep Seller notified of any developments in such Tax Audit and Seller shall have the right to participate in such Tax Audit at its own expense; and provided further that no such matter shall be settled without the written consent of Seller, not to be unreasonably withheld, delayed or conditioned. Buyer and Seller shall each timely provide the other with all information and cooperation reasonably requested to conduct a Tax Audit with respect to Taxes relating to the Company, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits that could adversely affect the other.

Responsibility for Tax Audits. Seller Contributor shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes period that ends before the Effective Date and for which Seller Contributor is solely liable for the resulting Taxes pursuant to Section 7.16.7(a), and Buyer the Partnership shall control any other Tax Audit relating to the Company or the Company Assets; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer Contributor shall keep Seller the Partnership notified of any material developments in such Tax Audit that Contributor controls and Seller the Partnership shall have the right to participate in such Tax Audit at its own expenseexpense (to the extent such participation is permitted by the applicable Taxing authority); provided, further, the Partnership shall keep Contributor notified of any material developments in such Tax Audit that the Partnership controls (and for which Contributor is liable for any portion of the resulting Taxes pursuant to Section 6.7(a)) and Contributor shall have the right to participate in such Tax Audit at its own expense (to the extent such participation permitted by the applicable Taxing authority); and provided further that no such matter shall be settled without the written consent of SellerContributor (in the case of any Tax Audit that the Partnership controls) or the Partnership (in the case of any Tax Audit that Contributor controls), in each case, not to be unreasonably withheld, delayed delayed, or conditioned. Buyer The Partnership and Seller Contributor shall each timely provide the other with all information and cooperation reasonably requested to conduct a Tax Audit with respect to Taxes relating to the Company, the Company Assets or the transactions Transaction contemplated by this Agreement. Each Party shall provide the other with notice Notice of any pending or threatened Tax Audits that could adversely affect the otherother Party. In the event of a conflict between the provisions of this Section 6.7(d) and Section 11.7, the provisions of this Section 6.7(d) shall govern and control.

Responsibility for Tax Audits. Seller Sellers shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes for which Seller is Sellers are liable pursuant to Section 7.114.1, and if Closing occurs, Buyer shall control any other Tax Audit relating to the Company or the Company AssetsTaxes for which Buyer is liable pursuant to Section 14.1; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer shall keep Seller Sellers notified of any developments in such Tax Audit and Seller Sellers shall have the right to participate in such Tax Audit at its own expense; and provided further that no such matter shall be settled without the written consent of SellerSellers, not to be unreasonably withheld, delayed or conditioned. Buyer and Seller Sellers shall each timely provide the other with all information and cooperation reasonably requested to conduct defend a Tax Audit with respect to Taxes relating to the Company, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits that could adversely affect the other.

Responsibility for Tax Audits. Seller shall control any Tax Audit tax audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes period for which the Seller is liable pursuant to Section 7.16.7(a), and Buyer shall control any other Tax Audit tax audit relating to the Company or Properties after the Company AssetsEffective Date; provided, however, that if a Tax Audit tax audit relates to Taxes covering a tax period for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit tax audit will be distinguished distinguished, and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable. However, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, tax audit; provided that Buyer shall keep Seller notified of any developments in such Tax Audit tax audit and Seller shall have the right to participate in such Tax Audit tax audit at its own expense; and provided further that no such matter shall be settled without the written consent of Seller, not to be unreasonably withheld, delayed delayed, or conditioned. Buyer and Seller shall each timely provide the other with all information and cooperation reasonably requested to conduct a Tax Audit tax audit with respect to Taxes relating to the Company, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits tax audits that could adversely affect the other.

Responsibility for Tax Audits. Seller shall control any Tax Audit relating to the Company or the Company Assets for any Pre-Closing Tax Period with respect to Taxes for which Seller is liable pursuant to Section 7.114.1, and if Closing occurs, Buyer shall control any other Tax Audit relating to the Company or the Company AssetsTaxes for which Buyer is liable pursuant to Section 14.1; provided, however, that if a Tax Audit relates to Taxes for which both Parties could be liable under this Agreement, to the extent practicable, the Tax items with respect to such Tax Audit will be distinguished and each Party will have the option to control the defense and settlement of those Taxes for which it could be so liable, but if any Tax item cannot be identified as being a liability of only one Party or cannot be separated from a Tax item for which the other Party is liable, Buyer, at its expense, shall have the option to control the defense and settlement of the Tax Audit, provided that Buyer shall keep Seller notified of any developments in such Tax Audit and Seller shall have the right to participate in such Tax Audit at its own expense; and provided further that no such matter shall be settled without the written consent of Seller, not to be unreasonably withheld, delayed or conditioned. Buyer and Seller shall each timely provide the other with all information and cooperation reasonably requested to conduct defend a Tax Audit with respect to Taxes relating to the CompanyCompany Group, the Company Assets or the transactions contemplated by this Agreement. Each Party shall provide the other with notice of any pending or threatened Tax Audits that could adversely affect the other.