Tax Proceeding. If a Tax Authority commences any audit, examination, litigation or otherwise makes any claim or proposes any adjustment that relates to a Pre-Closing Tax Period (other than an Overlap Period) (collectively, a “Tax Proceeding”), then Buyers shall promptly furnish written notice to Sellers of such Tax Proceeding and, if Buyers are seeking an indemnity under Article VII, a Claim Notice. Sellers shall have the shorter of (i) 45 days after receipt of such notice or (ii) 15 days less than the number of days before a response to the relevant Tax Authority is required, but in no event shall Sellers have less than 15 days, to decide whether to undertake, conduct and control (through counsel of its own choosing and at its own expense) the response to such Tax Proceeding and the settlement or defense thereof, and Buyers and the Subsidiaries shall cooperate with Sellers in connection therewith. Sellers shall permit Buyers and the Subsidiaries to participate in such response, settlement or defense through counsel chosen by Buyers (but the fees and expenses of such counsel shall be paid by Buyers or their affiliates). To the extent any settlement adversely affects Buyers or any Subsidiary in a Post-Closing Tax Period, Sellers shall not pay or settle any such claim without the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed). If within the shorter of (x) 45 days after the receipt of Buyers’ notice of a Tax Proceeding or (y) 15 days less than the number of days before a response to the relevant Tax Authority is required (but in no event less than 15 days), Sellers do not notify Buyers that Sellers elect (at their cost and expense) to undertake the defense thereof, or give such notice and thereafter fail to contest such claim in good faith or to prevent action to foreclose a lien against or attachment of Buyers’ property as contemplated above, then Buyers shall have the right to contest, settle or compromise such Tax Proceeding and Buyers shall not thereby waive any right to indemnity for such Tax Proceeding under this Agreement; provided that Buyers shall not, and shall cause the Subsidiaries not to, pay or settle any such Tax Proceedings without the prior written consent of Sellers (which consent shall not be unreasonably withheld, conditioned or delayed). However, Buyers shall not be obligated to file or assist with the preparation of any amended Tax Return for any Pre Closing Tax Period or any Overlap Period, an...
Tax Proceeding. Sellers (or their designee) shall have the right to conduct and control any audit, examination, litigation or other proceeding with respect to Taxes that involves the Company if the audit, examination, ligation, or other proceedings in any way relates to the Taxes or Tax Returns of the Company prior to the Closing Date or that could otherwise result in any determination that adversely affects the Taxes or Tax Returns of any Seller or any owner, beneficiary, or other affiliate of any Seller (each a “Tax Proceeding”); provided, however, that Sellers will not, without the written consent of Buyer, which consent shall not be unreasonably withheld or delayed, settle or compromise any such Tax Proceeding in a manner that would adversely affect the Tax liability of Buyer or the Company for a Tax period other than a Pre-Closing Tax Period without the prior written consent of Buyer. Buyer shall have the right (but not the duty) to participate in the defense of such Tax Proceeding and to employ counsel, solely at its own expense, separate from the counsel employed by Sellers. Sellers shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Proceeding and shall, in good faith, allow Buyer to consult with Sellers regarding the conduct of or positions taken in any such Tax Proceedings. Notwithstanding any other provision herein, Buyer agrees to cooperate with Sellers to the extent reasonably requested by Sellers in the conduct and control of any Tax Proceeding, and to cooperate with Sellers, to the extent reasonably requested by Sellers, in connection with the acquisition by Sellers (or any of their beneficiaries, owners, or other affiliates) of any financial indemnification or insurance with respect to any adverse Tax consequences that could result from any Tax Proceeding (or any other audit, investigation, litigation, or proceeding).
Tax Proceeding. 7.8(b) Tax Returns..........................................................7.13
Tax Proceeding. Buyer agrees to give written notice to Seller of the receipt of any written notice by the Company, Buyer or any of Buyer's Affiliates which involves the assertion of any claim, or the commencement of any Proceeding, in respect of which an indemnity may be sought by Buyer pursuant to Article XI (a “Tax Proceeding”); provided, that, failure to comply with this provision shall not affect Buyer's right to indemnification hereunder unless the failure to provide notice of such Tax Proceeding materially adversely impacts Seller. Buyer shall control the contest or resolution of any Tax Proceeding; provided, however, that Buyer shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim; provided further, that Seller shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Seller.
Tax Proceeding. (a) Purchaser and each Acquired Company, on the one hand, and the Sellers’ Representative on behalf of the Sellers, on the other hand, shall promptly notify each other in writing upon receipt by such Party of written notice of any Proceeding with respect to Taxes relating to a Pre-Closing Tax Period (a “Pre-Closing Tax Proceeding”).
(b) With respect to a Pre-Closing Tax Proceeding that relates solely to a taxable period ending on or prior to the Closing Date for which Sellers have an indemnity obligation under this Agreement, Sellers shall have fifteen (15) days after receipt of written notice of such Pre-Closing Tax Proceeding (either from Purchaser or directly from the relevant Governmental Authority) to elect (by written notice to Purchaser) to have responsibility for directing the defense of such Pre-Closing Tax Proceeding. If a Seller exercises its option to direct the defense of any such Pre-Closing Tax Proceeding, then Purchaser and the Acquired Companies will reasonably cooperate therewith (which cooperation shall include providing any necessary powers of attorney); provided, however, if any Seller chooses to exercise such option then with respect to such claim: (i) Sellers will pay any amount that is required by any Governmental Authority to be surrendered, deposited, posted as collateral, or otherwise paid in order to pursue the defense of such claim; (ii) Sellers will pay all of their own fees, costs and other expenses incurred in conducting such defense of such claim; (iii) the Sellers’ Representative and Purchaser and each of its Representatives will cooperate in good faith in resolving such Pre-Closing Tax Proceeding; (iv) Purchaser may participate in the conduct of such Pre-Closing Tax Proceeding at its own expense, and the Sellers’ Representative shall keep Purchaser reasonably informed regarding the progress of such Pre-Closing Tax Proceeding; and (v) no Seller will consent to the entry of any judgment or enter into any compromise or settlement of such claim underlying the Pre-Closing Tax Proceeding without the prior written consent of Purchaser (which consent shall not be unreasonably conditioned, delayed or withheld). If Sellers do not exercise their option within fifteen (15) days after receipt of written notice of any Pre-Closing Tax Proceeding for which it was entitled to exercise its option, Purchaser will be entitled to direct the defense of such Pre-Closing Tax Proceeding; provided, however, (i) Purchaser will cooperate with the Se...
Tax Proceeding. In the case of any audit, administrative or judicial proceeding, any demand or claim, or any similar matter with respect to Taxes or Tax Returns (each, a “Tax Proceeding”) of UAV that relates to a Tax period ending on or before the Closing Date, the Seller shall have the right to control the conduct of such Tax Proceeding. In the event the Seller decides to control the conduct of a Tax Proceeding of UAV that relates to Tax period ending on or before the Closing Date (a “Seller Tax Proceeding”), (i) the Seller shall notify the Purchaser that it is electing to control the conduct of such Seller Tax Proceeding, (ii) Purchaser shall (and shall cause UAV and their Affiliates to) promptly complete and execute any powers of attorney or other documents that are necessary or that the Seller requests to allow the Seller to control such Seller Tax Proceeding, (iii) the Seller shall control the conduct of such Seller Tax Proceeding, (iv) the Seller shall keep the Purchaser reasonably informed of the status of developments with respect to such Seller Tax Proceeding, and (v) the Purchaser shall have the right to participate in, at the Purchaser’s own expense, such Seller Tax Proceeding. 41
Tax Proceeding. Section 11.6(f)(i)....................41
Tax Proceeding. The term “Tax Proceeding” means any audit, review, litigation, dispute or other proceeding with respect to Taxes of the Company pertaining to any and all taxable periods beginning prior to the Closing Date.
Tax Proceeding. Sellers and Purchaser acknowledge and agree that there are pending Tax appeals contesting the valuation of the Assets for each of the Tax years 2010, 2011, 2012, 2013 and 2014 (collectively, the “Tax Appeals”). The application numbers of those appeals are as follows: 2010 2010-020330 2011 2011-022613 2012 2012-012032 2013 2013-005136 2014 2014-003744 It is acknowledged and agreed that, to any extent necessary, Purchaser shall reasonably cooperate with Sellers’ efforts to prosecute and resolve these Tax Appeals including, but not limited to, making the Assets available and providing, upon reasonable request and subject to a protective order, any and all documents necessary for the resolution of such Tax Appeals. It is further acknowledged and agreed that all refunds for overpayment of Property Taxes and interest thereon resulting from the Tax Appeals are Sellers’ sole and exclusive property. If, for any reason, any part of any refund and interest thereon which is due to Sellers is credited against Taxes payable by Purchaser, Purchaser shall pay to Sellers as such Taxes become due and payable, without set off, such amount which Sellers would have received by way of refund and interest thereon.
Tax Proceeding. (a) If Buyer or Seller (or any of their respective Affiliates) receives notice of a pending or threatened action, claim, audit, examination, investigation, contest, administrative proceeding or court Proceeding relating to Taxes for a Pre-Closing Tax Period that could give rise to a claim for indemnification under Section 12.11 hereof (each, a “Tax Claim”), then the Party first receiving notice of such Tax Claim shall provide prompt written notice thereof to the other Party.
(b) Seller shall have the right to represent the interests of the Acquired Companies in connection with any Tax Claim relating to the Acquired Companies; provided, that: (i) Seller shall keep Buyer reasonably informed and consult with Buyer with respect to any such Tax Claim, (ii) Buyer shall fully cooperate with Seller and shall have the right to participate, at its own expense, in connection with such Tax Claim, and (iii) except for a consolidated federal income or combined state Tax Return filed by Seller, Seller shall not settle or compromise any such Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.
