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).

Appears in 2 contracts

Samples: Recapitalization Agreement (Thayer Equity Investors Iii Lp), Recapitalization Agreement (Global Vacation Group Inc)

AutoNDA by SimpleDocs

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Imaging Systems Inc)

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Imaging Systems Inc)

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.

Appears in 1 contract

Samples: Recapitalization Agreement (Iconixx Corp)

AutoNDA by SimpleDocs

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 The Stockholders and Investors 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 Company as a result of any such audit or other proceeding, Shareholders the 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Iconixx Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!