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 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 any Tax Return of -------------------- the Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, Global shall have the Shareholders and the Company shall jointly 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. Shareholders and Investors 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. If additional Taxes are payable by the Company as a result of any such audit or other proceeding, Shareholders the Sellers 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 (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)indemnification.

TAX AUDITS, ETC. In the event of an audit of a any Tax Return of the --------------- Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, Global shall have the Shareholders and the Company shall jointly 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. Shareholders and Investors 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. If additional Taxes are payable by the Company as a result of any such audit or other proceeding, Shareholders the Sellers 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 (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)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 Stockholders 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 Stockholders and Investors Xxxxxx Holdings 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 Stockholders shall be severally 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)indemnification.

TAX AUDITS, ETC. In the event of an audit of a any Tax Return of the ---------------- Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Shareholders Buyer and Global shall have ------------ the Company shall jointly 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. Shareholders and Investors 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. If additional Taxes are payable by the Company as a result of any such audit or other proceeding, Shareholders the Sellers 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 (subject indemnification; provided, however, that Sellers shall be afforded the opportunity to the limitations contained participate in Section 6.5(c) in the event of any such audit or proceeding relating to the indemnification provided in Section 6.5(c)(iii) hereof)procedure.