TAX AUDITS, ETC. In the event of an audit of a Tax Return of the Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this ARTICLE VIII (the parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b)), Buyer shall have the right to control any and all such audits that may result in the assessment of additional Taxes against the Buyer or the Purchased Assets and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the Company, which shall not unreasonably be withheld and subject to the right of the Company to have its accountants and attorneys consult with Buyer on such audits or procedures at the Company's expense). The Company and Millxx xxxll cooperate fully in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. If additional Taxes are payable by the Company or the Buyer as a result of any such audit or other proceeding, the Company and Millxx xxxll be responsible for and shall promptly pay all Taxes, interest, and penalties for which any of the Indemnified Parties shall be entitled to indemnification.
TAX AUDITS, ETC. In the event of an audit of a Tax Return of the --------------- Companies with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, Global shall have the right to control any and all such audits which may result in the assessment of additional Taxes against the Companies and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of Sellers, which shall not unreasonably be withheld and subject to the right of Sellers to have their accountant consult with Global on such audits or procedures at Sellers' expense). Sellers shall cooperate fully in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. If additional Taxes are payable by the Companies as a result of any such audit or other proceeding, Seller shall be responsible for and shall promptly pay all Taxes, interest, and penalties to which any of the Indemnified Parties shall be entitled to indemnification.
TAX AUDITS, ETC. In the event of an audit of a Tax Return of the Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Shareholders and the Company shall jointly control any and all such audits which may result in the assessment of additional Taxes against the Company and any and all subsequent proceedings in connection therewith, including appeals. Shareholders and Investors shall cooperate fully in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. If additional Taxes are payable by the Company as a result of any such audit or other proceeding, Shareholders shall be responsible for and shall promptly pay all Taxes, interest, and penalties for which any of the Indemnified Parties shall be entitled to indemnification (subject to the limitations contained in Section 6.5(c) in the event of any audit or proceeding relating to the indemnification provided in Section 6.5(c)(iii) hereof).
TAX AUDITS, ETC. In the event of an audit of a Tax Return of the --------------- Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Stockholders shall have the ------------ right in proportion to their respective interest in the Company prior to the consummation hereof, to control any and all such audits which may result in the assessment of additional Taxes against the Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the Buyer, which shall not unreasonably be withheld). The Company and the Stockholders shall each cooperate fully with the other in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. If additional Taxes are payable by the Company as a result of any such audit or other proceeding, the Stockholders shall be responsible for and shall promptly pay their proportionate share of all Taxes, interest, and penalties to which any of the Indemnified Parties shall be entitled to indemnification.
TAX AUDITS, ETC. In the event of an audit of a Tax Return of the Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, Seller shall have the right to control any and all such audits which may result in the assessment of additional Taxes against the Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of Global, which shall not unreasonably be withheld and subject to the right of Global to have their accountants and attorneys consult with Seller on such audits or procedures at Global's expense). Global shall cooperate fully in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. Subject to the limitations set forth in Article VIII hereof, if additional Taxes are payable by the Company as a result of any such audit or other proceeding, Seller shall be responsible for and shall promptly pay all material Taxes, interest, and penalties to which any of the Indemnified Parties shall be entitled to indemnification.
TAX AUDITS, ETC. The Crowns and Buyer shall promptly notify each --------------- other in writing within 10 days from receipt by any of them (or Network or Mobile, in the case of Buyer) of notice of any pending or threatened Tax audit, determination or assessment of Network, Mobile or the Crown Communications Business for any Tax Indemnification Period (a "Tax Controversy"); provided, however, that the failure of one party --------------- -------- ------- to so notify the other party of any Tax Controversy shall not affect such other party's obligations hereunder except to the extent such other party is actually prejudiced by such failure. Except as otherwise provided in this Section 13.3, the Crowns shall have the right to control, at their own expense, all phases of any Tax Controversy relating to a Pre-Closing Tax Return. In connection with any such Tax Controversy, the Crowns shall have the right to employ third-party advisors, including accountants and attorneys, all at their own expense; provided, however, that no such third-party advisors shall be retained without -------- ------- the prior consent of Buyer. The Crowns shall regularly consult with Buyer in connection with any such Tax Controversy and shall provide reports (including copies of any and all correspondence received by the Crowns from taxing authorities) to Buyer no less frequently than monthly to apprise it of the status thereof. Buyer shall have the right to participate, at its own expense, in any and all proceedings with respect to any such Tax Controversy. Notwithstanding the foregoing, the Crowns shall have no right, without the prior written consent of Buyer, to (A) enter into any settlement agreement, closing agreement or other agreement in compromise with any taxing authority in connection with a Tax Controversy, (B) file a petition in any court in connection with a Tax Controversy (whether in the form of a claim for refund, a challenge of an asserted deficiency or otherwise) or appeal or file to appeal any decision of any court in connection with a Tax Controversy or (C) permit the expiration of any period of time during which administrative or judicial relief may be sought with respect to a Tax Controversy. Buyer shall have the right to control, at its own expense, all phases of any Tax Controversy other than a Tax Controversy relating to a Pre-Closing Tax Return. The Crowns shall have the same right to participate in any such Tax Controversy as Buyer would have in a Tax Controversy relating to...
TAX AUDITS, ETC. In the event of an audit of a return of either party with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VII, Liable Party shall have the right to control any and all such audits which may result in the assessment of additional Taxes against Liable Party and any and all subsequent proceedings in connection therewith, including appeals. Liable Party and Indemnified Party shall cooperate fully in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. If additional Taxes are payable by Indemnified Party as a result of any such audit or other proceeding, Liable Party shall promptly pay all Taxes, interest, and penalties (which become due as a result of any such audit) for Taxes accrued as of the Effective Date. Notwithstanding the foregoing, the Liable Party shall have the right to settle any suit, demand or claim for additional Taxes, provided that the Liable Party shall have shown, to the Indemnified Parties' reasonable satisfaction, the Liable Party's ability and commitment to pay the proposed settlement amount pursuant to and in compliance with such proposed settlement.
TAX AUDITS, ETC. In the event of an audit of a Tax Return of GAC with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to this Article 10, Buyer shall have the right to control any and all such audits which may result in the assessment of additional Taxes against GAC and any and all subsequent proceedings in connection therewith, including appeals. The Parties shall cooperate fully in all matters relating to any such 34 audit or other Tax proceeding (including according access to all records pertaining thereto), and will execute and file any and all consents, powers of attorney, and other documents as shall be reasonably necessary in connection therewith. If additional Taxes are payable by GAC as a result of any such audit or other proceeding, subject to the limitations set forth in SECTION 10.1, the Company, GAR and Air Response shall be jointly and severally responsible for and shall promptly pay all Taxes, interest, and penalties which become due as a result of any such audit.
TAX AUDITS, ETC. Except as set forth in Section 2.9(b) of the Seller Disclosure Letter, with respect to members of the Company Group organized or operating in the United States, the United Kingdom, Ireland or Australia and, to the Knowledge of the Seller, with respect to each other member of the Company Group (i) there has been no material claim or issue (other than a claim or issue that has been finally settled) concerning any liability for Taxes of any member of the Company Group asserted or raised in writing by any Governmental Authority, (ii) no person has waived any statute of limitations relating to material Taxes of any member of the Company Group, agreed to any extension of the period for assessment or collection of any such Taxes or executed or filed any power of attorney with respect to any such Taxes, which waiver, agreement or power of attorney is currently in force, (iii) there are no material outstanding adjustments for Income Tax purposes applicable to any member of the Company Group required as a result of changes in methods of accounting effected on or before the Closing Date, and (iv) no member of the Company Group is a party to or bound by or has any obligation under any material Tax allocation, sharing, indemnity or similar agreement or arrangement (other than the Tax Matters Agreement) that will continue in force after the Closing Date or is or has been a member of any group of companies filing a consolidated, combined or unitary Tax Return.
TAX AUDITS, ETC. In the event of an audit of a Tax Return of Seller with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to
