Common use of TAX AUDITS, ETC Clause in Contracts

TAX AUDITS, ETC. In the event of an audit of any Tax Return of --------------- the Company with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to Section 8.1, Buyer shall have the 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; 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 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, the Company and Buyer 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.

TAX AUDITS, ETC. In the event of an audit of any a Tax Return of the --------------- the Company with respect to which a Buyer an Indemnified Party might be entitled to indemnification pursuant to Section 8.1this Article VIII, Buyer 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 Company or Buyer and any and all subsequent proceedings in connection therewith, including 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 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, the Company Majority Shareholders and Buyer Iconixx 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 Buyer for which it is entitled to indemnification hereunder, as a result of any such audit or other proceeding, the Majority Shareholders 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.

TAX AUDITS, ETC. In the event of an audit of any a Tax Return of --------------- the Company with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to Section 8.1this Article 9, Buyer shall have the right to control ----------- any and all such audits which may result in the assessment of additional Taxes against the Company or the Subsidiary and any and all subsequent proceedings in connection therewith, including 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 Closing with respect to which a . Seller may be obligated to pay Taxes, Sellers shall have the right to control participate in any such audit, but only with respect to issues affecting Taxes that Sellers may be obligated to payaudit or proceeding as provided in Section 10.3(d). The Sellers, the Company and Buyer Parties 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 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 the extent that Seller has indemnified Buyer therefor.

TAX AUDITS, ETC. In the event of an audit of any a Tax Return of --------------- the Company or Invisions Group with respect to which a Buyer an Indemnified Party might be entitled to indemnification pursuant to Section 8.1this Article VIII, Buyer the Stockholders ------------ 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 Company or Invisions Group and any and all subsequent proceedings in connection therewith, including 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 Closing with respect to which a Seller may be obligated to pay Taxes, Sellers . Stockholders and Empyrean Holdings 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, the Company and Buyer 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 Company or Invisions Group as a result of any such audit or other proceeding, 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.

TAX AUDITS, ETC. In the event of an audit of any a Tax Return of --------------- the Company with respect to which a Buyer Indemnified Party might be entitled to indemnification pursuant to Section 8.1this Article VIII, Buyer the Company shall have the right 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; 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 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 SellersCompany, the Company Buyer and Buyer Iconixx 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 Buyer as a result of any such audit or other proceeding, the Company and the Majority Members shall be jointly and severally responsible for and shall promptly pay all Taxes, interest, and penalties for which any of the Buyer Indemnified Parties shall be entitled to indemnification.