Common use of Tax Controversies Assistance and Cooperation Clause in Contracts

Tax Controversies Assistance and Cooperation. (a) In the event any Tax Authority informs Seller, on the one hand, or Buyer or Company, on the other, of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the other party may incur liability hereunder, the party so informed shall promptly notify the 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. If 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. (b) The filing party under this Section 5.6 shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party may incur liability hereunder. Subject to the preceding sentence, in the event an adverse determination may result in each party having responsibility for any amount of Taxes under this Section 5.6, each party shall be entitled to fully participate in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder. For purposes of this Section 5.6.6(b), the term "participation" shall include (i) participation in conferences, meetings or proceedings with any Tax Authority, the subject matter of which includes an item for which such party may have liability hereunder, (ii) 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 (iii) 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.

Tax Controversies Assistance and Cooperation. (a) In the event any Tax Authority informs Seller, on the one hand, or Buyer or Company, on the other, of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the other party may incur liability hereunder, the party so informed shall promptly notify the 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. If 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. (b) The filing party under this Section 5.6 shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party may incur liability hereunder. Subject to the preceding sentence, in the event an adverse determination may result in each party having responsibility for any amount of Taxes under this Section 5.6, each party shall be entitled to fully participate in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder. For purposes of this Section 5.6.6(b), the term "participation" shall include (i) participation Seller Parent shall control all matters, disputes and Proceedings relating to a Parent Group (or Taxes or Tax Returns with respect thereto) in conferencesits sole discretion. Seller Parent shall also have the right to control any other Tax matter, meetings dispute or proceedings with any other Proceeding (a “Tax Authority, the subject matter of which includes an item for which such party may have liability hereunder, (ii) 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 (iiiClaim”) with respect to the matters described Purchased Companies and the Purchased Subsidiary if such Tax Claim relates to Tax periods ending on or before the Closing 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 conduct thereof at its own cost and expense, and Seller Parent shall not settle or compromise such Tax Claim or portion thereof without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Buyer shall have the right to control any Tax Claim with respect to the Purchased Companies and the Purchased Subsidiary not governed by the preceding clauses two sentences (i) including any Tax Claim with respect to any Straddle Period); provided, if and to the extent that such Tax Claim would result in 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 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 Seller Parent (not to be unreasonably withheld, conditioned or delayed). (ii), participation in the submission and determination ) If Buyer or any of the content Purchased Companies or the Purchased Subsidiary receives notice of a claim by a taxing authority in respect of 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 claim. If Seller Parent receives notice of a claim by a taxing authority in respect of Taxes for which Buyer or any of the documentation, protests, memorandum of fact and law, briefs, Purchased Companies and the conduct Purchased Subsidiary is responsible, then Seller Parent will promptly give written notice to Buyer of oral arguments and presentationssuch claim.

Tax Controversies Assistance and Cooperation. (a) In the event that any Tax party receives notice from any Taxing Authority informs Seller, on the one hand, or Buyer or Company, on the other, of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the other (a “Tax Proceeding”), such party may incur liability hereunder, the party so informed shall promptly notify the other party 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. If an indemnified any party has knowledge receives written notice of an asserted Tax liability with respect to a matter for which it is has a right to be indemnified reimbursement hereunder (and such party the other parties do not have knowledge of the asserted Tax liability) and fails to provide the indemnifying party other parties with prompt notice thereof after actual receipt of such asserted Tax liability, then (A) if the indemnifying party is written notice and as a result such other parties are precluded from contesting the asserted Tax liability in any the applicable forum as a result of the such failure to give prompt noticenotify, the indemnifying party then such other parties shall have no obligation be relieved of its obligations with respect 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. (b) The filing party under this Section 5.6 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 any audits, disputes, administrative, judicial or other proceedings related such Tax Proceeding in good faith and with reasonable diligence thereafter to Taxes with respect to which either party may incur liability hereunderpreserve its rights. Subject to the preceding sentence, in the event an adverse determination may result in each party having responsibility for any amount of Taxes under this Section 5.6, each party Parent shall be entitled to fully participate in that portion of any such Tax Proceeding and shall have the proceedings relating right to consent to the Taxes settlement of any such Tax Proceeding (provided such consent cannot be unreasonably withheld, delayed 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, Parent shall act in good faith and 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 conditioned). Parent shall control Tax Proceedings that relates to a Straddle Period provided that it control such Tax Proceeding in good faith and with respect reasonable diligence. The Securityholder Representative shall be entitled to which it may incur liability hereunder. For purposes fully participate in any such Tax Proceeding and shall have the right to consent to the settlement of this Section 5.6.6(bany such Tax Proceeding (provided such consent cannot be unreasonably withheld, delayed or conditioned). (c) The Surviving Corporation or Parent, the term "participation" as applicable, shall include (i) participation bear their respective expenses incurred in conferences, meetings or proceedings connection with any Tax AuthorityProceeding and Securityholder Representative (on behalf of the Former Securityholders) shall bear its expenses incurred in connection with any such Tax Proceeding. (d) To the extent that there are any inconsistencies between Section 6.08 and Article VIII, the subject matter provisions of which includes an item for which such party may have liability hereunder, (ii) 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 (iii) 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 presentationsSection 6.08 shall control.

Tax Controversies Assistance and Cooperation. (a) In the event any Tax Authority authority informs Seller, on the one hand, any Newco Indemnified Person or Buyer or Company, on the other, 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 other party may incur liability hereunder, the party so informed shall promptly notify the 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. If an indemnified party Indemnified Party has knowledge Knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party Indemnified Party fails to provide the indemnifying party prompt Indemnifying Party notice of such asserted Tax liabilityas provided herein, then (A) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result obligation of the failure to give prompt notice, the indemnifying party shall have no obligation Indemnifying Party to indemnify the indemnified party for Taxes arising out of such asserted Tax liability, and (BIndemnified Party under this Section 9.8(a) 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 or eliminated to the extent such Indemnifying Party is prejudiced by the amount of such detrimentfailure. (b) The filing party under this Section 5.6 shall Indemnifying Party shall, at its own expense, control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party it may incur liability hereunder. Subject to the immediately preceding sentence, in the event an adverse determination may result in each a party having responsibility for any increased amount of Taxes under this Section 5.6hereunder, each party shall be entitled to fully participate participate, at its own expense, in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder. For purposes of this Section 5.6.6(b), the term "participation" shall include (i) including participation in conferences, meetings or proceedings with any Tax Authorityauthority, the subject matter of which includes an item for which such party may have liability hereunder, (ii) 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 (iii) 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 memoranda of fact and law, briefs, and the conduct of oral arguments and presentations. (c) No Indemnifying Party shall agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes (or right to tax benefit) of the other party, without such other party’s consent (which consent shall not be unreasonably withheld or delayed).

Tax Controversies Assistance and Cooperation. (ai) In the event that after the Closing Date any Tax Authority taxing authority informs Seller, on the one hand, or Buyer or Company, on the other, Surviving Corporation of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the other party Shareholders may incur liability hereunderunder this Agreement or the Indemnification Agreement, the party so informed Surviving Corporation shall promptly notify the other party 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. If 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.109 (bii) The filing party under this Section 5.6 Surviving Corporation shall control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party may incur liability hereunder. Subject to the preceding sentenceTaxes; provided, however, in the event an adverse determination may result in each party the Shareholders having responsibility to indemnify another Party for any amount of Taxes under this Section 5.6Agreement or the Indemnification Agreement, each party the Shareholders' Representative shall be entitled to fully participate participate, directly at their own expense, or through a representative, in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereundersuch proceedings. For the purposes of this Section 5.6.6(b)6.07, the term "participationparticipate" shall include (iA) participation in conferences, meetings or proceedings with any Tax Authority, the subject matter of which includes an item for which such party may have liability hereundertaxing authority, (iiB) 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 (iiiC) 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. (a) In the event any Tax Authority authority informs Seller, on the one hand, any Newco Indemnified Person or Buyer or Company, on the other, 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 other party may incur liability hereunder, the party so informed shall promptly notify the 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. If an indemnified party Indemnified Party has knowledge Knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party Indemnified Party fails to provide the indemnifying party prompt Indemnifying Party notice of such asserted Tax liabilityas provided herein, then (A) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result obligation of the failure to give prompt notice, the indemnifying party shall have no obligation Indemnifying Party to indemnify the indemnified party for Taxes arising out of such asserted Tax liability, and (BIndemnified Party under this SECTION 9.8(A) 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 or eliminated to the extent such Indemnifying Party is prejudiced by the amount of such detrimentfailure. (b) The filing party under this Section 5.6 shall Indemnifying Party shall, at its own expense, control any audits, disputes, administrative, judicial or other proceedings related to Taxes with respect to which either party it may incur liability hereunder. Subject to the immediately preceding sentence, in the event an adverse determination may result in each a party having responsibility for any increased amount of Taxes under this Section 5.6hereunder, each party shall be entitled to fully participate participate, at its own expense, in that portion of the proceedings relating to the Taxes with respect to which it may incur liability hereunder. For purposes of this Section 5.6.6(b), the term "participation" shall include (i) including participation in conferences, meetings or proceedings with any Tax Authorityauthority, the subject matter of which includes an item for which such party may have liability hereunder, (ii) 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 (iii) 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 memoranda of fact and law, briefs, and the conduct of oral arguments and presentations. (c) No Indemnifying Party shall agree to settle any Tax liability or compromise any claim with respect to Taxes, which settlement or compromise may affect the liability for Taxes (or right to tax benefit) of the other party, without such other party's consent (which consent shall not be unreasonably withheld or delayed).