Common use of Tax Proceeding Clause in Contracts

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. Sellers Buyer (or their its 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 Company. If the audit, examination, ligationlitigation, 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 (i) Buyer will not, without the written consent of Buyerthe Stockholder Representative, which consent shall not be unreasonably withheld withheld, conditioned or delayed, settle or compromise any such Tax Proceeding in a manner that would adversely affect the Tax liability of Buyer Seller or the Company for a Tax period any owner, beneficiary, or other than a Pre-Closing Tax Period without the prior written consent affiliate of Buyer. Buyer any Seller, (ii) Stockholder Representative 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 the Sellers’ expense, separate from the counsel employed by Sellers. Sellers Buyer, and (iii) Buyer shall keep Buyer the Stockholder Representative timely informed with respect to the commencement, status and nature of any such Tax Proceeding and shall, in good faith, allow Buyer the Stockholder Representative to consult with Sellers Buyer regarding the conduct of or positions taken in any such Tax Proceedings. Notwithstanding any other provision herein, Buyer each Party agrees to cooperate with Sellers each other 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 Buyer or Stockholder Representative, as applicable, (or any of their beneficiaries, owners, or other affiliatesAffiliates) 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). To the extent this Section 6.9(e) conflicts with ARTICLE 10, this Section 6.9(e) shall control.

Tax Proceeding. Sellers Stockholders (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 Stockholder or any owner, beneficiary, or other affiliate of any Seller Stockholder (each a “Tax Proceeding”); provided, however, that Sellers Stockholders will not, without the written consent of BuyerParent, 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 Parent or the Company for a Tax period other than a Pre-Closing Tax Period without the prior written consent of BuyerParent. Buyer Parent 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 SellersStockholders. Sellers Stockholders shall keep Buyer Parent informed with respect to the commencement, status and nature of any such Tax Proceeding and shall, in good faith, allow Buyer Parent to consult with Sellers Stockholders regarding the conduct of or positions taken in any such Tax Proceedings. Notwithstanding any other provision herein, Buyer Parent agrees to cooperate with Sellers Stockholders to the extent reasonably requested by Sellers Stockholders in the conduct and control of any Tax Proceeding, and to cooperate with SellersStockholders, to the extent reasonably requested by SellersStockholders, in connection with the acquisition by Sellers Stockholders (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).