Common use of Tax Contests; Audit Responsibilities Clause in Contracts

Tax Contests; Audit Responsibilities. (a) Seller shall have the right to control the conduct of any investigation, audit or other proceeding by or with any Governmental Entity with respect to Taxes for which Seller is responsible under Section 7.1(a). Buyer shall have the right to control the conduct of any investigation, audit or other proceeding by or with any Governmental Entity with respect to Taxes for which Buyer is responsible under Section 7.1(a). If the settlement or final determination of any proceeding described in this subsection could reasonably be expected to have an adverse effect on Taxes of the other Party, the controlling Party shall not consent to the settlement or final determination of such proceeding without the other Party’s written consent, which consent shall not be unreasonably delayed, conditioned or withheld. (b) Each of Buyer and Seller agree to give written notice to the other of any notification of an investigation, audit or other proceeding by or with any Governmental Entity with respect to any Taxes allocated to the other pursuant to this Article VII within 15 days after its receipt of such notification by the Governmental Entity. (c) Buyer shall control any investigation, audit or other proceeding by or with a Governmental Entity with respect to Apportioned Taxes (an “Apportioned Taxes Claim”), provided, that (i) the Buyer shall keep Seller informed regarding the progress and substantive aspects of any Apportioned Taxes Claim, including providing Seller with all written materials relating to such Tax proceeding received from the relevant Governmental Entity and all written materials submitted to such taxing authority by the Buyer, (ii) Seller shall be entitled to participate in any Apportioned Taxes Claim, including having an opportunity to comment on any written materials prepared in connection with any Apportioned Taxes Claim and attending any conferences relating to any Apportioned Taxes Claim and (iii) Buyer shall not consent to the settlement or final determination in such proceeding without the Seller’s prior written consent, which consent shall not be unreasonably delayed, conditioned or withheld. Each Party shall bear its own costs for participating in such Tax contest. (d) Any net refunds and credits attributable to the payment of Taxes that are the responsibility of Seller pursuant to Section 7.1 shall be for the account of Seller. Any net refunds and credits attributable to the payment of Taxes that are the responsibility of Buyer pursuant to Section 7.1 shall be for the account of Buyer.

Tax Contests; Audit Responsibilities. (a) Seller If Purchaser receives notice of a Tax Contest with respect to which the Dy 4 Entities could reasonably be expected to cause Solectron or any Solectron affiliate to have an indemnification obligation under this Article VII, then Purchaser shall notify Solectron in writing of such Tax Contest within thirty (30) days of receiving such notice; provided, however, that Purchaser's failure to provide such notice shall not release Solectron from any indemnification obligation hereunder unless Solectron loses its right to contest such Tax Contest as a result of such failure to notify. Solectron shall have the right to control the conduct and resolution of any investigationsuch Tax Contest, audit or other proceeding by or with any Governmental Entity with respect provided, however, that Solectron may decline to Taxes for which Seller is responsible under Section 7.1(a)participate in such Tax Contest. Buyer shall have the right to control If Solectron controls the conduct of any investigationsuch Tax Contest, audit or other proceeding by or with any Governmental Entity with respect to Taxes for which Buyer is responsible under Section 7.1(a). If the settlement or final determination of any proceeding described in this subsection could reasonably be expected to have an adverse effect on Taxes Solectron regularly shall advise Purchaser of the other Party, the controlling Party status of such Tax Contest and shall not consent resolve such Tax Contest, to the settlement or final determination of extent such proceeding Tax Contest relates to Post-Closing Period Taxes, without the other Party’s Purchaser's written consent, which consent shall not be unreasonably delayed, conditioned or withheld. (b) Each of Buyer and Seller agree . If Solectron declines to give written notice control such Tax Contest, then the Purchaser shall have the right to control the other of any notification of an investigation, audit or other proceeding by or with any Governmental Entity with respect to any Taxes allocated to the other pursuant to this Article VII within 15 days after its receipt conduct of such notification by the Governmental Entity. (c) Buyer shall control any investigation, audit or other proceeding by or with a Governmental Entity with respect to Apportioned Taxes (an “Apportioned Taxes Claim”)Tax Contest, provided, however, that (i) Purchaser shall regularly advise Solectron of the Buyer shall keep Seller informed regarding the progress and substantive aspects status of any Apportioned Taxes Claim, including providing Seller with all written materials relating to such Tax proceeding received from the relevant Governmental Entity Contest and all written materials submitted to such taxing authority by the Buyer, (ii) Seller shall be entitled to participate in any Apportioned Taxes Claim, including having an opportunity to comment on any written materials prepared in connection with any Apportioned Taxes Claim and attending any conferences relating to any Apportioned Taxes Claim and (iii) Buyer shall not consent to the settlement or final determination in resolve such proceeding Tax Contest without the Seller’s prior Solectron's written consent, which consent shall not be unreasonably delayed, conditioned or withheld. Each Party party shall bear its own costs for participating in such Tax contestContest, subject to any indemnification provided under Section 7.1. (db) In the event of a dispute between Solectron and Purchaser regarding the conduct or resolution of any Tax Contest or claim for indemnification under this Article VII, such dispute shall be referred to a Tax Arbitrator. The decision of the Tax Arbitrator shall be final and binding, and its fees and costs shall be shared equally by the disputing parties. Each party shall bear its own costs for participating in such dispute resolution. (c) Any net refunds and credits attributable to the payment of Taxes that are the responsibility of Seller pursuant to Section 7.1 for a Pre-Closing Period shall be for the account of Seller. Any net refunds and credits attributable Solectron. (d) To the extent not inconsistent with the provisions of this Section 7.3, the procedures of Article X shall apply in the case of any claim for Losses related to the payment of Taxes that are the responsibility of Buyer pursuant to Section 7.1 shall be for the account of BuyerTaxes.