Common use of Tax Controversies Assistance and Cooperation Clause in Contracts

Tax Controversies Assistance and Cooperation. (i) In the event that after the Closing Date any taxing authority informs the Surviving Corporation of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the Shareholders may incur liability under this Agreement or the Indemnification Agreement, the Surviving Corporation shall promptly notify the Shareholders' Representative of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax authority with respect to such matter. 109 (ii) The Surviving Corporation shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes; provided, however, in the event an adverse determination may result in the Shareholders having to indemnify another Party for any amount of Taxes under this Agreement or the Indemnification Agreement, the Shareholders' Representative shall be entitled to participate, directly at their own expense, or through a representative, in such proceedings. For the purposes of this Section 6.07, the term "participate" shall include (A) participation in conferences, meetings or proceedings with any taxing authority, (B) participation in appearances before any court or tribunal, and (C) participation in submission and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral arguments and presentations. (iii) After the Closing Date, the Surviving Corporation shall not settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes of the Shareholders hereunder (or right to tax benefit hereunder or under the Indemnification Agreement), without the Shareholders' Representative's prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) Each Party shall bear its own expenses incurred in connection with audits or other administrative judicial proceedings relating to Taxes for which such Party is liable under this Agreement or the Indemnification Agreement.

Tax Controversies Assistance and Cooperation. (ia) In the event that after the Closing Date any taxing Tax authority informs the Surviving Corporation any Newco Indemnified Person or any Parent Indemnified Person of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes a Tax with respect to which the Shareholders other party may incur liability under this Agreement or the Indemnification Agreementhereunder, the Surviving Corporation party so informed shall promptly notify the Shareholders' Representative other party of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax authority with respect to such matter. 109If an Indemnified Party has Knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Indemnified Party fails to provide the Indemnifying Party notice as provided herein, then the obligation of the Indemnifying Party to indemnify the Indemnified Party under this SECTION 9.8(A) shall be reduced or eliminated to the extent such Indemnifying Party is prejudiced by such failure. (iib) The Surviving Corporation shall Indemnifying Party shall, at its own expense, control any audits, disputes, administrative, judicial or other proceedings related to Taxes; provided, howeverTaxes with respect to which it may incur liability hereunder. Subject to the immediately preceding sentence, in the event an adverse determination may result in the Shareholders a party having to indemnify another Party responsibility for any increased amount of Taxes under this Agreement or the Indemnification Agreementhereunder, the Shareholders' Representative each party shall be entitled to fully participate, directly at their its own expense, or through a representativein that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder, in such proceedings. For the purposes of this Section 6.07, the term "participate" shall include (A) including participation in conferences, meetings or proceedings with any taxing Tax authority, (B) participation in appearances before any court or tribunal, and (C) participation in the submission and determination of the content of the documentation, protests, memorandum memoranda of fact and law, briefs, and the conduct of oral arguments and presentations. (iiic) After the Closing Date, the Surviving Corporation No Indemnifying Party shall not agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes of the Shareholders hereunder (or right to tax benefit hereunder or under benefit) of the Indemnification Agreement)other party, without the Shareholders' Representativesuch other party's prior written consent, consent (which consent shall not be unreasonably withheld or delayed). (iv) Each Party shall bear its own expenses incurred in connection with audits or other administrative judicial proceedings relating to Taxes for which such Party is liable under this Agreement or the Indemnification Agreement.

Tax Controversies Assistance and Cooperation. (i) In Seller Parent shall control all matters, disputes and Proceedings relating to a Parent Group (or Taxes or Tax Returns with respect thereto) in its sole discretion. Seller Parent shall also have the event that after the Closing Date right to control any taxing authority informs the Surviving Corporation of any notice of proposed auditother Tax matter, claim, assessment dispute or other dispute concerning an amount of Taxes Proceeding (a “Tax Claim”) with respect to which the Shareholders may incur liability under this Agreement Purchased Companies and the Purchased Subsidiary if such Tax Claim relates to Tax periods ending on or before the Indemnification AgreementClosing Date; provided, Seller Parent shall keep Buyer informed regarding material developments with respect thereto (including by providing Buyer copies of written correspondence with respect thereto), Buyer shall be entitled to participate in the Surviving Corporation conduct thereof at its own cost and expense, and Seller Parent shall promptly notify not settle or compromise such Tax Claim or portion thereof without the Shareholders' Representative prior written consent of such matterBuyer (not to be unreasonably withheld, conditioned or delayed). Such notice Buyer shall contain factual information have the right to control any Tax Claim with respect to the Purchased Companies and the Purchased Subsidiary not governed by the preceding two sentences (including any Tax Claim with respect to any Straddle Period); provided, if and to the extent known) describing any asserted that such Tax liability Claim would result in reasonable detail and Taxes for which Sellers or Seller Parent would be responsible under applicable Law or pursuant to this Agreement, Buyer shall keep Seller Parent informed regarding material developments with respect thereto (including by providing Seller Parent copies of written correspondence with respect thereto), Seller Parent shall be accompanied by copies entitled to participate in the conduct thereof at its own cost and expense, and Buyer shall not settle or compromise such Tax Claim or portion thereof without the prior written consent of any notice Seller Parent (not to be unreasonably withheld, conditioned or other documents received from any Tax authority with respect to such matter. 109delayed). (ii) The Surviving Corporation shall control If Buyer or any audits, disputes, administrative, judicial or other proceedings related to Taxes; provided, however, in of the event an adverse determination may result in the Shareholders having to indemnify another Party for any amount of Taxes under this Agreement Purchased Companies or the Indemnification Agreement, the Shareholders' Representative shall be entitled to participate, directly at their own expense, or through Purchased Subsidiary receives notice of a representative, claim by a taxing authority in such proceedings. For the purposes respect of this Section 6.07, the term "participate" shall include (A) participation in conferences, meetings or proceedings with any taxing authority, (B) participation in appearances before any court or tribunal, and (C) participation in submission and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral arguments and presentations. (iii) After the Closing Date, the Surviving Corporation shall not settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes of the Shareholders hereunder (or right to tax benefit hereunder or under the Indemnification Agreement), without the Shareholders' Representative's prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) Each Party shall bear its own expenses incurred in connection with audits or other administrative judicial proceedings relating to Taxes for which Sellers are responsible under applicable Law or pursuant to this Agreement, then Buyer shall promptly give written notice to Seller Parent of such Party claim. If Seller Parent receives notice of a claim by a taxing authority in respect of Taxes for which Buyer or any of the Purchased Companies and the Purchased Subsidiary is liable under this Agreement or the Indemnification Agreementresponsible, then Seller Parent will promptly give written notice to Buyer of such claim.

Tax Controversies Assistance and Cooperation. (ia) In the event that after the Closing Date any taxing authority informs the Surviving Corporation party receives notice from any Taxing Authority of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the Shareholders may incur liability under this Agreement or the Indemnification Agreement(a “Tax Proceeding”), the Surviving Corporation such party shall promptly notify the Shareholders' Representative other parties of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax authority Taxing Authority with respect to such matter. 109If any party receives written notice of an asserted Tax liability with respect to a matter for which it has a right to reimbursement hereunder (and the other parties do not have knowledge of the asserted Tax liability) and fails to provide the other parties with prompt notice thereof after actual receipt of such written notice and as a result such other parties are precluded from contesting the asserted Tax liability in the applicable forum as a result of such failure to notify, then such other parties shall be relieved of its obligations with respect to such asserted Tax liability. (iib) The Surviving Corporation Securityholder Representative shall have the right (at its expense) to control any Tax Proceeding that relates to any Pre-Closing Tax Period. The Securityholder Representative shall control such Tax Proceeding in good faith and with reasonable diligence thereafter to preserve its rights. Parent shall be entitled to fully participate in any auditssuch Tax Proceeding and shall have the right to consent to the settlement of any such Tax Proceeding (provided such consent cannot be unreasonably withheld, disputesdelayed or conditioned). In the case that Parent controls such Tax Proceeding because the Securityholder Representative conceded or loses its right to control such Tax Proceeding, administrative, judicial or other proceedings related to Taxes; provided, however, Parent shall act in good faith and the event an adverse determination may result in the Shareholders having to indemnify another Party for any amount of Taxes under this Agreement or the Indemnification Agreement, the Shareholders' Securityholder Representative shall be entitled to participatefully participate in any such Tax Proceeding and shall have the right to consent to the settlement of any such Tax Proceeding (provided such consent cannot be unreasonably withheld, directly at their own expensedelayed or conditioned). Parent shall control Tax Proceedings that relates to a Straddle Period provided that it control such Tax Proceeding in good faith and with reasonable diligence. The Securityholder Representative shall be entitled to fully participate in any such Tax Proceeding and shall have the right to consent to the settlement of any such Tax Proceeding (provided such consent cannot be unreasonably withheld, delayed or through a representative, in such proceedings. For the purposes of this Section 6.07, the term "participate" shall include (A) participation in conferences, meetings or proceedings with any taxing authority, (B) participation in appearances before any court or tribunal, and (C) participation in submission and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral arguments and presentationsconditioned). (iiic) After the Closing Date, the The Surviving Corporation shall not settle any Tax liability or compromise any claim with respect to TaxesParent, which settlement or compromise may affect the liability for Taxes of the Shareholders hereunder (or right to tax benefit hereunder or under the Indemnification Agreement)as applicable, without the Shareholders' Representative's prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) Each Party shall bear its own their respective expenses incurred in connection with audits or other administrative judicial proceedings relating to Taxes for which any Tax Proceeding and Securityholder Representative (on behalf of the Former Securityholders) shall bear its expenses incurred in connection with any such Party is liable under this Agreement or Tax Proceeding. (d) To the Indemnification Agreementextent that there are any inconsistencies between Section 6.08 and Article VIII, the provisions of Section 6.08 shall control.

Tax Controversies Assistance and Cooperation. (ia) In the event that after any Tax Authority informs Seller, on the Closing Date any taxing authority informs one hand, or Buyer or Company, on the Surviving Corporation other, of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the Shareholders other party may incur liability under this Agreement or the Indemnification Agreementhereunder, the Surviving Corporation party so informed shall promptly notify the Shareholders' Representative other party of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax authority with respect to such matter. 109If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party fails to provide the indemnifying party prompt notice of such asserted Tax liability, then (A) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for Taxes arising out of such asserted Tax liability, and (B) if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but such failure to provide prompt notice results in a monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment. (iib) The Surviving Corporation filing party under this Section 5.6 shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes; provided, howeverTaxes with respect to which either party may incur liability hereunder. Subject to the preceding sentence, in the event an adverse determination may result in the Shareholders each party having to indemnify another Party responsibility for any amount of Taxes under this Agreement or the Indemnification AgreementSection 5.6, the Shareholders' Representative each party shall be entitled to participate, directly at their own expense, or through a representative, fully participate in such proceedingsthat portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder. For the purposes of this Section 6.075.6.6(b), the term "participateparticipation" shall include (Ai) participation in conferences, meetings or proceedings with any taxing authorityTax Authority, the subject matter of which includes an item for which such party may have liability hereunder, (Bii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a party may have liability hereunder, and (Ciii) with respect to the matters described in the preceding clauses (i) and (ii), participation in the submission and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral arguments and presentations. (iii) After the Closing Date, the Surviving Corporation shall not settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes of the Shareholders hereunder (or right to tax benefit hereunder or under the Indemnification Agreement), without the Shareholders' Representative's prior written consent, which consent shall not be unreasonably withheld or delayed. (iv) Each Party shall bear its own expenses incurred in connection with audits or other administrative judicial proceedings relating to Taxes for which such Party is liable under this Agreement or the Indemnification Agreement.

Tax Controversies Assistance and Cooperation. (ia) In the event that after the Closing Date any taxing Tax authority informs the Surviving Corporation any Newco Indemnified Person or any Parent Indemnified Person of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes a Tax with respect to which the Shareholders other party may incur liability under this Agreement or the Indemnification Agreementhereunder, the Surviving Corporation party so informed shall promptly notify the Shareholders' Representative other party of such matter. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax authority with respect to such matter. 109If an Indemnified Party has Knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Indemnified Party fails to provide the Indemnifying Party notice as provided herein, then the obligation of the Indemnifying Party to indemnify the Indemnified Party under this Section 9.8(a) shall be reduced or eliminated to the extent such Indemnifying Party is prejudiced by such failure. (iib) The Surviving Corporation shall Indemnifying Party shall, at its own expense, control any audits, disputes, administrative, judicial or other proceedings related to Taxes; provided, howeverTaxes with respect to which it may incur liability hereunder. Subject to the immediately preceding sentence, in the event an adverse determination may result in the Shareholders a party having to indemnify another Party responsibility for any increased amount of Taxes under this Agreement or the Indemnification Agreementhereunder, the Shareholders' Representative each party shall be entitled to fully participate, directly at their its own expense, or through a representativein that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder, in such proceedings. For the purposes of this Section 6.07, the term "participate" shall include (A) including participation in conferences, meetings or proceedings with any taxing Tax authority, (B) participation in appearances before any court or tribunal, and (C) participation in the submission and determination of the content of the documentation, protests, memorandum memoranda of fact and law, briefs, and the conduct of oral arguments and presentations. (iiic) After the Closing Date, the Surviving Corporation No Indemnifying Party shall not agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes of the Shareholders hereunder (or right to tax benefit hereunder or under benefit) of the Indemnification Agreement)other party, without the Shareholders' Representative's prior written consent, such other party’s consent (which consent shall not be unreasonably withheld or delayed). (iv) Each Party shall bear its own expenses incurred in connection with audits or other administrative judicial proceedings relating to Taxes for which such Party is liable under this Agreement or the Indemnification Agreement.