Common use of TAX AUDITS, ETC Clause in Contracts

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 --------------- 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))Article VIII, Buyer Global shall have the right to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanySeller, which shall not unreasonably be withheld and subject to the right of the Company Seller to have its their accountants and attorneys consult with Buyer Global on such audits or procedures at the CompanySeller's expense). The Company and Millxx xxxll Seller 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 or the Buyer as a result of any such audit or other proceeding, the Company and Millxx xxxll Seller shall be responsible for and shall promptly pay all Taxes, [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] interest, and penalties for 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 parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b))Article VIII, Buyer Global shall have the right to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or Company for periods following the Purchased Assets Closing Date (but not prior periods, for which Seller shall have the right to control such proceedings in accordance with the provisions of Section 8.2(b) above) and any and all -------------- subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanySeller, which shall not unreasonably be withheld and subject to the right of the Company Seller to have its their accountants and attorneys consult with Buyer Global on such audits or procedures at the CompanySeller's expense). The Company Seller and Millxx xxxll Global 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. 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 Seller shall be responsible for and shall promptly pay all Taxes, interest, and penalties for to which any of the Indemnified Parties shall be entitled to indemnification. [******Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.]

TAX AUDITS, ETC. In the event of an audit of a Tax Return of the Company Companies with respect to which an Indemnified Party might be entitled to indemnification pursuant to this ARTICLE VIII (Article VIII, the indemnifying 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 which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets Companies and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanyBuyer, which shall not unreasonably be withheld withheld); provided, however, that the Sellers and subject to the right of the Company to have its accountants Buyer shall jointly control, and attorneys consult shall cooperate with Buyer on each other in connection with, any and all such audits or procedures at which may result in the Company's expense)assessment of additional Taxes against the Companies for periods both before and after the Closing Date. The Company and Millxx xxxll 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 Company or the Buyer Companies as a result of any such audit or other proceeding, the Company and Millxx xxxll Sellers 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.

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 (Article IX, the parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b)), Buyer Acquirer shall have the right ---------- to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanyTransferors, which shall not unreasonably be withheld and subject to the right of the Company Transferors to have its their accountants and attorneys consult with Buyer the Acquirer on such audits or procedures at the Company's Transferors' expense); provided, however, that the Transferors and the Acquirer shall jointly control, and shall cooperate with each other in connection with, any and all such audits which may result in the assessment of additional Taxes against both the Transferors and the Company. The Company and Millxx xxxll Transferors 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 or the Buyer as a result of any such audit or other proceeding, the Company and Millxx xxxll Transferors 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.

TAX AUDITS, ETC. In the event of an audit of a Tax Return of the Company --------------- SUPERNET with respect to which an Indemnified Party might be entitled to indemnification pursuant to this ARTICLE VIII (Article IX, the parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b)), Buyer Acquirer shall have the right ---------- to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets SUPERNET and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanyTransferors, which shall not unreasonably be withheld and subject to the right of the Company Transferors to have its their accountants and attorneys consult with Buyer the Acquirer on such audits or procedures at the Company's Transferors' expense); provided, however, that the Transferors and the Acquirer shall jointly control, and shall cooperate with each other in connection with, any and all such audits which may result in the assessment of additional Taxes against both the Transferors and SUPERNET. The Company and Millxx xxxll Transferors 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 or the Buyer SUPERNET as a result of any such audit or other proceeding, the Company and Millxx xxxll Transferors 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.

TAX AUDITS, ETC. In the event of an audit of a Tax Return of the Company USI --------------- with respect to which an Indemnified Party might be entitled to indemnification pursuant to this ARTICLE VIII (Article IX, the parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b)), Buyer Acquirer shall have the right to control any ---------- and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets USI and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanyTransferors, which shall not unreasonably be withheld and subject to the right of the Company Transferors to have its their accountants and attorneys consult with Buyer the Acquirer on such audits or procedures at the Company's Transferors' expense); provided, however, that the Transferors and the Acquirer shall jointly control, and shall cooperate with each other in connection with, any and all such audits which may result in the assessment of additional Taxes against both the Transferors and USI. The Company and Millxx xxxll Transferors 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 or the Buyer USI as a result of any such audit or other proceedingproceeding by reason of matters, actions or inactions occurring prior to Closing, the Company and Millxx xxxll Transferors 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.

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))Article VIII, Buyer shall have the right to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanySeller, which shall not unreasonably be withheld and subject to the right of the Company Seller to have its his accountants and attorneys consult with Buyer on such audits or procedures at the CompanySeller's expense); provided, however, that the Seller and the Buyer shall jointly control, and shall cooperate with each other in connection with, any and all such audits which may result in the assessment of additional Taxes against both the Seller and the Company. The Company and Millxx xxxll Seller 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 or the Buyer as a result of any such audit or other proceeding, the Company and Millxx xxxll Seller 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.

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 Article VIII, (the parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b)), i) Buyer shall have the right to control any and all such audits that which may result in the assessment of additional income Taxes against the Buyer or the Purchased Assets Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanySellers, which shall not unreasonably be withheld and subject to the right of the Company Sellers to have its their accountants and attorneys consult with Buyer on such audits or procedures at the CompanySellers' expense) or (ii) Sellers shall have the right to control any and all such audits which may result in the assessment of additional non-income Taxes against the Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of Buyer, which shall not unreasonably be withheld and subject to the right of the Buyer to have its accountants and attorneys consult with Sellers on such audits or procedures at Buyer's expense). The Sellers, Buyer and the Company and Millxx xxxll 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 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 --------------- Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this ARTICLE VIII (Article IX, the parties hereby acknowledging that any liability for Taxes is specifically excluded from Assumed Liabilities pursuant to SECTION 2.3(b)), Buyer Acquirer shall have the right ---------- to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanyTogether Parties other than the Company and N.W.S.T., which shall not unreasonably be withheld and subject to the right of the Company such other Together Parties to have its their accountants and attorneys consult with Buyer the Acquirer on such audits or procedures at such other Together Parties' expense); provided, however, that such other Together Parties and the Acquirer shall jointly control, and shall cooperate with each other in connection with, any and all such audits which may result in the assessment of additional Taxes against both such other Together Parties and the Company's expense). The Such Together Parties other than the Company and Millxx xxxll N.W.S.T. 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 or the Buyer as a result of any such audit or other proceeding, the Company and Millxx xxxll such other Together Parties 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.

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))Article VIII, Buyer shall have the right to control any and all such audits that which may result in the assessment of additional Taxes against the Buyer or the Purchased Assets Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the CompanySellers, which shall not unreasonably be withheld and subject to the right of the Company Sellers to have its their accountants and attorneys consult with Buyer on such audits or procedures at the Company's Sellers' expense). The Company Buyer shall provide Seller with prompt notice of any such audit, and Millxx xxxll the parties shall cooperate fully with each other in all matters relating to any such audit or other Tax proceeding (including according access to all records pertaining thereto), . Sellers shall have the right to participate in any such audit or Tax proceeding at their expense and the parties 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 Sellers 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.