Common use of TAX AUDITS, ETC Clause in Contracts

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 --------------- 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. Sellers , 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 any Tax Return of the --------------- Companies ---------------- Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Buyer and Global shall have ------------ the right to ------------ control any and all such audits which may result in the assessment of additional Taxes against the Companies Company and any and all subsequent proceedings in connection therewith, including appeals (subject appeals. The Sellers shall cooperate fully in all matters relating 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 any such audits 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 Company as a result of any such audit or other proceeding. , the 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; provided, however, that Sellers shall be afforded the opportunity to participate in any such audit procedure.

TAX AUDITS, ETC. In the event of an audit of a Tax Return of the --------------- Companies Company 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 Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of SellersSeller, which shall not unreasonably be withheld and subject to the right of Sellers Seller to have their accountant accountants and attorneys consult with Global on such audits or procedures at Seller's expense). 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 Companies Company as a result of any such audit or other proceeding. Sellers , 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., net of the present value of any Tax benefits to Global as a result of any such audit or other proceeding..

TAX AUDITS, ETC. In the event of an audit of a Tax Return of the --------------- Companies Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, Global 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 Companies Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of Sellersthe Buyer, which shall not unreasonably be withheld withheld). The Company and subject the Stockholders shall each cooperate fully with the other in all matters relating to the right of Sellers to have their accountant consult with Global on any such audits 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 Company as a result of any such audit or other proceeding. Sellers , 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.