Common use of Tax Audits and Controversies Clause in Contracts

Tax Audits and Controversies. (a) (i) In the case of any audit, examination or other proceeding ("Proceeding") brought against either Party (or its Subsidiaries) with respect to Taxes for which the other Party is or may be liable in whole or in part pursuant to this Agreement, the Party subject to such Proceeding shall promptly inform the other Party and shall execute or cause to be executed any powers of attorney or other documents necessary to enable the other Party to take all actions desired with respect to such Proceeding consistent with this Section 5.1. Each Party shall have the right to control, at its own expense, the portion of any such Proceeding that relates to Taxes for which such Party is or may be liable pursuant to this Agreement; provided, however, that New D&B shall have the right to control, with each party bearing half of the related expenses, that portion of any Proceeding relating to Shared Liability Tax Items.

Tax Audits and Controversies. (a) (i) In the case of any audit, examination or other proceeding ("Proceeding") brought against either Party (or its Subsidiaries) with respect to Taxes for which the other Party is or may be liable in whole or in part pursuant to this Agreement, the Party subject to such Proceeding shall promptly inform the other Party and shall execute or cause to be executed any powers of attorney or other documents necessary to enable the other Party to take all actions desired with respect to such Proceeding consistent with this Section 5.1. Each Party shall have the right to control, at its own expense, the portion of any such Proceeding that relates to Taxes for which such Party is or may be liable pursuant to this Agreement; provided, however, that New D&B shall have the right to control, with each party bearing half of the related expenses, that portion of any Proceeding relating to Shared Liability Tax Items.