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 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 Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the Buyer, which shall not unreasonably be withheld). The Company and the Stockholders shall each cooperate fully with the other 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, 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.

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 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 Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the Buyer, which shall not unreasonably be withheld). The Company and the Stockholders shall each cooperate fully with the other 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, 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.

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 Stockholders Global 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 Company and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the BuyerSeller, which shall not unreasonably be withheldwithheld and subject to the right of Seller to have their accountants and attorneys consult with Global on such audits or procedures at Seller's expense). The Company and the Stockholders Seller shall each cooperate fully with the other 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, the Stockholders Seller 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., 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 --------------- Company with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Stockholders shall have the ------------ right in proportion to their respective interest in and the Company prior to the consummation hereof, to ------------ 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 (subject to the prior written consent of the Buyer, which shall not unreasonably be withheld)appeals. The Company Stockholders and the Stockholders Iconixx shall each cooperate fully with the other 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, the Stockholders shall be severally responsible for and shall promptly pay their proportionate share of 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 Tax Return of --------------- the --------------- Company with respect to which an a Buyer Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Stockholders Company 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 Company or Buyer and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the Buyer, which shall not unreasonably be withheld)appeals. The Company Company, Buyer and the Stockholders Iconixx shall each cooperate fully with the other 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 Buyer as a result of any such audit or other proceeding, the Stockholders Company and the Majority Members shall be jointly and severally responsible for and shall promptly pay their proportionate share of all Taxes, interest, and penalties to for which any of the Buyer Indemnified Parties shall be entitled to indemnification.

TAX AUDITS, ETC. In the event of an audit of a Tax Return of --------------- the --------------- Company or Invisions Group with respect to which an Indemnified Party might be entitled to indemnification pursuant to this Article VIII, the Stockholders shall have the ------------ right in proportion to their respective interest in and the Company prior to the consummation hereof, to shall jointly control any and all such audits which may result in the assessment of additional Taxes against the Company or Invisions Group and any and all subsequent proceedings in connection therewith, including appeals (subject to the prior written consent of the Buyer, which appeals. Stockholders and Empyrean Holdings shall not unreasonably be withheld). The Company and the Stockholders shall each cooperate fully with the other 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 Invisions Group as a result of any such audit or other proceeding, the Stockholders shall be severally responsible for and shall promptly pay their proportionate share of all Taxes, interest, and penalties to for which any of the Indemnified Parties shall be entitled to indemnification.