Common use of Tax Claims Clause in Contracts

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of Seller (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 6.8 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE VIII) and any associated liabilities or costs shall be the sole responsibility of Seller; provided, that to the extent that liability for any such Taxes can be imposed on Buyer as a successor or otherwise, Buyer shall have the opportunity to participate with Seller, at Buyer’s own cost and expense, in such claim, assertion, event or proceeding. If Seller has been treated as a partnership for federal and applicable state and local income Tax purposes, in the event that Seller is unable to fully satisfy any imputed underpayment that would otherwise be imposed on it under Section 6225 of the Code or any similar or analogous provisions of applicable state Law in connection with any audit of Seller, Seller shall promptly and properly, if eligible, make the “push-out” election under Section 6226 of the Code and any similar or analogous election under applicable state Law.