Common use of S Corporation Tax Proceedings Clause in Contracts

S Corporation Tax Proceedings. (i) NewCo shall promptly notify Acquiror in writing upon the receipt of notice from any Tax Authority of any pending or threatened audit or administrative or judicial proceeding relating to any S Corporation Tax Return (an “S Corporation Tax Proceeding”). Subject to Section 8.1(d)(ii), NewCo shall have the right to control any S Corporation Tax Proceeding and the Sellers shall bear all costs and expenses in connection with any such S Corporation Tax Proceeding. With respect to any such S Corporation Tax Proceeding, NewCo shall be entitled to contest, settle or compromise the S Corporation Tax Proceeding in any permissible manner. (ii) Notwithstanding anything to the contrary herein, to the extent any S Corporation Tax Proceeding relates to the classification for U.S. federal Income Tax purposes of NewCo as an S corporation within the meaning of Section 1361 of the Code or could result in, or otherwise affect, any Taxes of or imposed on the Company on or prior to the Closing Date (including under Sections 1374 or 1375 of the Code), NewCo shall (A) not settle or compromise (or take other actions described herein with respect to) any such S Corporation Tax Proceeding without the prior written consent of Acquiror (such consent not to be unreasonably withheld, delayed or conditioned), (B) keep Acquiror reasonably informed of all material developments and events relating to such S Corporation Tax Proceeding (including promptly forwarding copies to Acquiror of any related correspondence, and shall provide Acquiror with an opportunity to review and comment on any material correspondence before NewCo sends such correspondence to any Tax Authority), (C) consult with Acquiror in connection with the defense or prosecution of any such S Corporation Tax Proceeding and (D) provide such cooperation and information as Acquiror shall reasonably request, and Acquiror shall have the right to participate in (but not control) the defense such S Corporation Tax Proceeding (including participating in any discussions with the applicable Tax Authorities regarding such S Corporation Tax Proceedings). (iii) Notwithstanding anything to the contrary in this Agreement, this Section 8.1(d) shall exclusively govern S Corporation Tax Proceedings.

S Corporation Tax Proceedings. (i) NewCo shall promptly notify Acquiror in writing upon the receipt of notice from any Tax Authority of any pending or threatened audit or administrative or judicial proceeding relating to any S Corporation Tax Return (an “S Corporation Tax Proceeding”). Subject to Section 8.1(d)(ii), NewCo shall have the right to control any S Corporation Tax Proceeding and the Sellers shall bear all costs and expenses in connection with any such S Corporation Tax Proceeding. With respect to any such S Corporation Tax Proceeding, NewCo shall be entitled to contest, settle or compromise the S Corporation Tax Proceeding in any permissible manner. (ii) Notwithstanding anything to the contrary herein, to the extent any S Corporation Tax Proceeding relates to the classification for U.S. federal Income Tax purposes of NewCo as an S corporation within the meaning of Section 1361 of the Code or could result in, or otherwise affect, any Taxes of or imposed on the Company on or prior to the Closing Date (including under Sections 1374 or 1375 of the Code), NewCo shall (A) not settle or compromise (or take other actions described herein with respect to) any such S Corporation Tax Proceeding without the prior written consent of Acquiror (such consent not to be unreasonably withheld, delayed or conditioned), (B) keep Acquiror reasonably informed of all material developments and events relating to such S Corporation Tax Proceeding (including promptly forwarding copies to Acquiror of any related correspondence, and shall provide Acquiror with an opportunity to review and comment on any material correspondence before NewCo sends such correspondence to any Tax Authority), (C) consult with Acquiror in connection with the defense or prosecution of any such S Corporation Tax Proceeding and (D) provide such cooperation and information as Acquiror shall reasonably request, and Acquiror shall have the right to participate in (but not control) the defense such S Corporation Tax Proceeding (including participating in any discussions with the applicable Tax Authorities regarding such S Corporation Tax Proceedings).and (iii) Notwithstanding anything to the contrary in this Agreement, this Section 8.1(d) shall exclusively govern S Corporation Tax Proceedings.