Common use of Tax Audits and Contests; Cooperation Clause in Contracts

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b), (c) and (d) below, the Parent shall control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of the Company Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b), (c) and (dc) below, the Parent Purchaser shall control the conduct, through counsel of its own choosing and at its own expensechoosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of the Company its Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (bSections 8.4(b) and 8.4(c), (c) and (d) below, the Parent Purchaser shall control the conduct, through counsel of its own choosing and at its own expensechoosing, of any audit, claim for refund, or administrative or judicial proceeding Proceeding involving any asserted Tax liability or refund with respect to the any Genesis Company or any of the Company Subsidiaries (any such audit, claim for refund, or proceeding Proceeding relating to an asserted Tax liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (a) After the Closing DateClosing, except as provided in (bSection 8.2(c) and Section 8.2(d), (c) and (d) below, the Parent Buyer shall control the conduct, through counsel of its own choosing and at its own expensechoosing, of any audit, claim for refund, refund or administrative or judicial proceeding involving any asserted Tax liability Liability or refund with respect to the Company or any of the Company Subsidiaries (any such audit, claim for refund, refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b), (c) and (d) below, the Parent The Vendors shall control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of the Company Subsidiaries Entities (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”) relating to taxable periods (or portions thereof) ending on or before the Closing Date (“Pre-Closing Taxable Periods”).

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b), (c) and (dc) below, the Parent shall control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of the Company Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “"Contest”").

Tax Audits and Contests; Cooperation. (a) After the Closing DateClosing, except as provided in (bSections 8.3(b) and 8.3(c), (c) and (d) below, the Parent Buyer shall control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund, refund or administrative or judicial proceeding involving any asserted Tax liability Liability or refund with respect to the Company or any of the Company its Subsidiaries (any such audit, claim for refund, refund or proceeding relating to an asserted Tax liability Liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (ai) After the Closing Date, except as provided in (b), (cii) and (diii) below, the Parent Purchaser shall control the conduct, through counsel of its own choosing and at its own expensechoosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Companies or the Operating Company or any of the Company Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (ai) After the Closing Date, except as provided in (b), (cii) and (diii) belowof this Section 13.10(a), the Parent Purchaser shall control the conduct, through counsel of its own choosing and at its own expensechoosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Operating Company or any of the Company Subsidiaries (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”).

Tax Audits and Contests; Cooperation. (a) After the Closing Date, except as provided in (b), ) and (c) and (d) below, the Parent Buyer shall control the conduct, through counsel of its own choosing and at its own expensechoosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company or any of the Company Subsidiaries Acquired Companies (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “Contest”).