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 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. Sellers 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 any Tax Return of --------------- the Company with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to Section 8.1, Buyer 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; provided, however, that, notwithstanding the foregoing, in the event of an audit of any Tax Return of the Company related to any period prior to the Closing with respect to which a Seller may be obligated to pay Taxes, Sellers shall have the right to control such audit, but only with respect to issues affecting Taxes that Sellers may be obligated to pay. The Sellers, the Company and Buyer shall each 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.
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 Seller with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to
TAX AUDITS, ETC. 19.4.1 In the event that the tax authorities increase the Company and Pulse ApS taxable income for the Period preceding the Closing date, the tax value of the income by which the taxable income is increased shall be paid by the Company and Pulse ApS to the Seller (the Administrative Company) within 60 days of receiving a notice of increase from the Danish tax authorities, except to the extent such increase is cancelled out by depreciations or losses carried forward. Any such payment shall be set off against the Buyer’s corresponding claims against the Seller for breach of Clause 8.15.
19.4.2 The Parties agree that in the event the Danish tax authorities finds that the control of the Company and the Subsidiaries the purposes of the Danish joint taxation is transferred from the Seller to the Buyer as of a date other than the Closing Date, the payments prescribed in Section 31, subsection 6 of the Danish Company Taxation Act (“Selskabsskatteloven”), regarding the income year 2009 shall be recalculated on the basis of the taxable income as of the Change-of-Control Date. Furthermore, the Parties agree that any additional payments or repayments necessary under Section 31, subsection 6 of the Danish Company Taxation Act (“Selskabsskatteloven”), as a result of such recalculation shall be effected no later than 30 days after the expiry of the period allowed for appeal of the decision made by the Danish tax authorities.
19.4.3 Each Party shall be entitled to appeal the decision of the Danish tax authorities, it being understood that any additional payments or repayments necessary under Section 31, subsection 6 of the Danish Company Taxation Act, as a result of the recalculation in such case shall be effected no later than 90 days after the appeal has been finally settled. In the event of such appeal the appealing Party shall indemnify the other Party for any and all losses and/or costs incurred by the other Party as a result of the appeal (including without limitation any and all costs and/or penalties incurred as a result of delayed payment of Taxes).
19.4.4 In the event the Danish tax authorities finds that the control of the Company and the Subsidiaries for purposes of the Danish joint taxation is transferred from the Seller to the Buyer as of a date other than the Closing Date, the Buyer shall procure that the Company and the Subsidiaries prepare and deliver a draft tax return for the period from 1 January 2009 to the Change-of-Control Date as soon as possible a...
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.
