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 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 --------------- 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 . 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 Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, Global the Majority Shareholders and the ------------ Company shall have the right to jointly control any and all such audits which may result in the assessment of additional Taxes against the Companies Company or Buyer 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 appeals. The Majority Shareholders and subject to the right of Sellers to have their accountant consult with Global on such audits or procedures at Sellers' expense). Sellers Iconixx 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 Buyer for which it is entitled to indemnification hereunder, as a result of any such audit or other proceeding, Seller the Majority Shareholders shall be severally responsible for and shall promptly pay all Taxes, interest, and penalties to for 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 a Buyer Indemnified Party might be entitled to indemnification pursuant to this Article VIIISection 8.1, Global Buyer 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; 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 prior written consent of 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, which the Company and Buyer 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 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 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 --------------- Companies Company with respect to which an a Buyer Indemnified Party might be entitled to indemnification pursuant to this Article VIII9, Global Buyer shall have the right to control any and all such audits which may result in the assessment of additional Taxes against the Companies Company or the Subsidiary 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 appeals. Seller may participate in any such audits audit or procedures at Sellers' expenseproceeding as provided in Section 10.3(d). Sellers The Parties 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 or the Subsidiary as a result of any such audit or other proceeding, Seller shall be responsible for and shall promptly pay all Taxes, interest, and penalties which become due as a result of any such audit to which any of the Indemnified Parties shall be entitled to indemnificationextent that Seller has indemnified Buyer therefor.

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, 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 Sellersappeals; provided, which shall not unreasonably be withheld and subject to the right of Sellers to have their accountant however, Global will consult with Global the Sellers on any such audits or procedures at Sellers' expense)audit. The 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; provided, however, that none of the Sellers will be obligated to take any such action that would or could reasonably be expected to result in incurrence of any liability by such Seller, except as required by applicable Tax law. If additional Taxes are payable by the Companies Company as a result of any such audit or other proceeding, Seller 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.