Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pu...
Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, ...
Tax Proceedings. If a claim shall be made by any Governmental Authority in respect of a Flow-Through Tax Return of any of the Target Companies (or any of their Subsidiaries) for a Pre-Closing Tax Period or Straddle Period, Buyer shall promptly and in any event no more than ten (10) days following Buyer’s receipt of such claim, give written notice to the Sellers’ Representative of such claim. With respect to any such Tax claim relating to a Pre-Closing Tax Period relating to Voyage Holdings and/or its Subsidiaries, (x) other than in the case of a Straddle Period, the Sellers’ Representative shall have the right to control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any accounting firm) at the Sellers’ expense (with the cost allocable to each Quest Seller based on such Seller’s Percentage Allocation), and (y) in the case of a Straddle Period, Buyer shall have the right to control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any accounting firm) at the Buyer’s expense, provided, in each case, that (i) the Party controlling the conduct of such Tax claim shall keep the non-controlling Party informed regarding the progress and substantive aspects of such Tax claim, (ii) the controlling Party shall provide the non-controlling Party with copies of all written correspondence with a Governmental Authority relating to the proceedings, (iii) the non-controlling Party may participate in such proceedings (including through its own counsel) at its own expense, (iv) no Tax claim may be settled without the written consent of the non-controlling Party if such compromise and settlement would adversely affect the non-controlling Party, such consent not to be unreasonably withheld, conditioned or delayed, (v) the Parties shall cause to be made a “push out” election under Section 6226 of the Code (and any corresponding election available under applicable state or local Law) with respect to any imputed underpayment of or with respect to such Tax claim. The Sellers’ Representative or Buyer shall promptly notify the other Party if it decides to control the defense or settlement of any Tax claim for a Pre-Closing Tax Period which it is entitled to control pursuant to this Agreement. Buyer, the Sellers, the Target Companies and each of their respective Affiliates shall reasonably cooperate with each other in contesting any applicable Tax claim in accordan...
Tax Proceedings. There are no proceedings pending regarding the reduction of real estate taxes or assessments in respect of the Premises.
Tax Proceedings. (i) Buyer shall, upon receipt of notice thereof by Company, notify the Members of any written communication from a Tax authority with respect to any pending Tax Proceeding involving a Pre-Acquisition Tax Liability. Buyer shall include with such notification a copy of the written communication so received by Company.
Tax Proceedings. Further, each Party shall provide to the other reasonable access to the books and records in such Party’s possession in connection with the preparation and filing of Tax Returns of or relating to the Radiancy Group, or the conduct of a Tax Proceeding. Any information or documents provided under this Section 7.1 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any Proceedings relating to Taxes.
Tax Proceedings. The Purchaser shall promptly notify the Shareholders following receipt of any notice of audit or other proceeding relating to any federal, state or local Tax Return filed with respect to a Pre-Closing Tax Period or a Straddle Tax Period (the “Prior Period Returns”). The Purchaser shall, at its election, control any and all audits or other proceedings and litigation relating to any Prior Period Return (other than with respect to a Straddle Tax Period), including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed of the status of any such matters. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such audit or other proceeding or litigation without the Shareholders’ approval (not to be unreasonably withheld, conditioned or delayed); provided, however, that should the Shareholders withhold their consent of any such settlement or compromise, then the Purchaser shall thereafter allow the Shareholders to participate in or, at the Purchaser’s election, control such audit or other proceeding or litigation provided that the Shareholders acknowledge their obligation to fully indemnify the Purchaser for all Losses (including Taxes) resulting from such audit or other proceeding or litigation as required pursuant to Section 10.1(a)(iii), and the Shareholders shall advance to the Purchaser their good faith estimate of the total anticipated legal costs of the Purchaser in connection with the continuation of such audit or other proceeding or litigation, plus any payments required by the taxing authority in order to continue such audit or other proceeding or litigation.
Tax Proceedings. In the event Buyer, any of the Buying Parties, any of the Acquired Entities or their Affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment or other proceeding with respect to the liability of any of the Acquired Entities for Taxes for any period for which Seller is or may be liable under paragraph (a) of Section 8.2 or may give rise to a liability for the breach of any representation in Section 4.13, Buyer shall notify Seller in writing thereof (the “Buyer Notice”) no later than the earlier of (a) ten (10) days after the receipt by of the Proceeding Notice, or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice; provided, however, that the failure to give such notice shall not release a Party from its obligations under this Article VIII except to the extent the other Party was prejudiced as a result thereof. As to any such Taxes for which Seller is liable under paragraph (a) of Section 8.2, Seller shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment or other proceeding, provided Seller notifies Buyer in writing that it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Buyer Notice, or (ii) ten (10) days prior to the deadline for responding to the Proceeding Notice; provided that Seller may not enter any settlement that would affect any Tax period (of the Buyer or its Affiliates (including the Acquired Entities)) subsequent to the Closing Date without the prior written consent of Buyer, which consent will not be unreasonably withheld. The parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 8.3.
Tax Proceedings. Purchaser agrees to give written notice to Seller of the receipt of Purchaser or the Company which involves the commencement of any audit, litigation or other Proceeding with respect to Tax Returns or Taxes of the Company (a “Tax Proceeding”) in respect of which an indemnity may be sought by Purchaser pursuant to Section 7.02(a)(iii). If a Tax Proceeding relates solely to a Pre-Closing Tax Period, Seller shall have the right (but not the obligation) to elect to control such Tax Proceeding; provided however that Seller shall obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or ceasing to defend a Tax Proceeding; and, provided further, that Purchaser shall be entitled to participate in the defense of such Tax Proceeding and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Purchaser. If any Tax Proceeding is not controlled by Seller under this Section 6.07(g), whether by reason of Seller declining to control such claim pursuant to the terms of this Section 6.07(g) or otherwise, Purchaser shall use commercially reasonable efforts to fully and actively defend such Tax Proceeding. In the event Purchase controls a Tax Proceeding pursuant to this Section 6.07(g), Seller shall be entitled to participate in the defense of such Tax Proceeding at Seller's sole cost and expense, and Purchaser shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or ceasing to defend a Tax Proceeding controlled by Purchaser. With respect to a claim for indemnification pursuant to Article VII for a breach related to any Tax, to the extent of any inconsistencies, this Section 6.07(g) shall control.
Tax Proceedings. If a claim shall be made by any Governmental Authority in respect of the Company for a Pre-Closing Tax Period or Straddle Period, the Buyer shall promptly and in any event no more than ten (10) days following the Buyer’s receipt of such claim, give written notice to the Seller Parties of such claim. Buyer shall not be required to give notice of any claim of which the Company is aware as of the Closing Date. With respect to any Tax claim relating to a Pre-Closing Tax Period, the Seller Parties shall have the right to control all proceedings and may make all decisions taken in connection with such Tax claim (including selection of counsel or any accounting firm) at the Seller Parties’ expense; provided, that the Buyer shall control at its own expense all proceedings taken in connection with any Tax claim relating to the Company during a Straddle Period and in connection with any Tax claim relating to the Company for a Tax period beginning after the Closing Date. The Seller Parties shall promptly notify the Buyer if it decides to control the defense or settlement of any Tax claim for a Pre-Closing Tax Period which it is entitled to control pursuant to this Agreement. No Tax claim for a Pre-Closing Tax Period for which the Seller Parties are entitled to control the proceedings may be settled without the written consent of the Buyer, such consent not to be unreasonably withheld, conditioned or delayed. The Buyer, the Seller Parties, the Company and each of their respective Affiliates shall reasonably cooperate with each other in contesting any Tax claim in accordance with this Section 11.6 and shall keep each other reasonably informed concerning the progress of proceedings related to Tax claims for Pre-Closing Tax Periods and Straddle
