Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. In the event the Purchaser, the Company or any of their Affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries for Taxes for any period for which the Shareholders are or may be liable under Subsection 7.1.1(b), the Purchaser shall notify Messrs Turnxxxx xxx Asseltine in writing thereof (the "Purchaser Notice") no later than the earlier of (i) thirty (30) days after the receipt by the Purchaser or any of its Affiliates of the Proceeding Notice or (ii) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely liable under subsection 7.1.1(b), the Shareholders shall be entitled at their sole expense to control the contest of such examination, claim, adjustment, or other proceeding, provided (a) the Shareholders notify the Purchaser in writing that they desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c). 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 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.3.

Tax Proceedings. In the event Purchaser or the Purchaser, the Company Subsidiary or any of their Affiliates receive affiliates receives notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company or the Subsidiaries Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(b)paragraph (a) of Section 8.2, the Purchaser shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser Notice") no later than the earlier of (ia) thirty (30) days after the receipt by Purchaser, the Purchaser Subsidiary or any of its Affiliates their affiliates of the Proceeding Notice Notice, or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are Seller acknowledges in writing that it is solely liable under subsection 7.1.1(b)paragraph (a) of Section 8.2, the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Seller notifies Purchaser in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice Notice, or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Notice. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.38.3.

Tax Proceedings. In the event the PurchaserBuyer, HBI, the Company HBI Subsidiaries or any of their Affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company HBI or the Subsidiaries any HBI Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(bSection 10.01(a), the Purchaser Buyer shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser Buyer Notice") no later than the earlier of (ia) thirty ten (3010) days after the receipt by Buyer, HBI, the Purchaser HBI Subsidiaries or any of its their Affiliates of the Proceeding Notice or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely Seller is or may be liable under subsection 7.1.1(b)Section 10.01(a) except for Pre-Closing Period Taxes, the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser Seller notifies Buyer in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice Buyer Notice, or (ii) five ten (510) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Notice. The Parties 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 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.310.

Tax Proceedings. In the event the PurchaserMLP, any member of the Company Group or any of their Affiliates receive receives notice (the "Proceeding NoticePROCEEDING NOTICE") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability Liability of any member of the Company or the Subsidiaries Group for Taxes for any period for which the Shareholders are EECI is or may be liable under Subsection 7.1.1(bSection 10.2(a), the Purchaser MLP shall notify Messrs Turnxxxx xxx Asseltine EECI in writing thereof (the "Purchaser NoticeMLP NOTICE") no later than the earlier of (ia) thirty (30) days after the receipt by MLP, any member of the Purchaser Company Group or any of its their Affiliates of the Proceeding Notice Notice, or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. As Notice as to any such Taxes for which the Shareholders are solely EECI is or may be liable under subsection 7.1.1(bSection 10.2(a), the Shareholders . EECI shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, claim adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser EECI notifies MLP in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser MLP Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders Notice. EECI may not, without the consent of the PurchaserMLP (which consent MLP may reasonably withhold), agree to any settlement that could which would result in an increase in the amount of Taxes for which MLP, its partners or any member of the Purchaser Company Group is or may be liable under Subsection 7.1.1(cSection 10.2(b). The Parties 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 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.310.3.

Tax Proceedings. In the event the Purchaser, the Company Purchaser or any of their Affiliates receive its affiliates receives notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the any Company or the Subsidiaries for Taxes for any period for which the Shareholders Sellers are or may be liable under Subsection 7.1.1(b)subsection (b) of Section 7.1 hereof, the -39- Purchaser shall notify Messrs Turnxxxx xxx Asseltine the Sellers in writing thereof (the "Purchaser Notice") no later than the earlier of (i) thirty (30) 30 days after the receipt by the Purchaser or any of its Affiliates affiliates of the Proceeding Notice or (ii) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders Sellers are solely liable under subsection 7.1.1(b)(b) of Section 7.1 hereof, the Shareholders Sellers shall be entitled at their sole expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (a) the Shareholders they notify the Purchaser in writing that they desires desire to do so no later than the earlier of (i) thirty (30) 30 days after receipt of the Purchaser Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders Sellers may not, without the consent of the Purchaser, agree to any settlement that which could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)subsection (c) of Section 7.1 hereof. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .37.3. The Purchaser will provide, or cause to be provided, to the Shareholders Sellers necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that which the Shareholders Sellers are entitled to control pursuant to this Section 7.1.37.3.

Tax Proceedings. In the event the PurchaserBuyer, the Company Company, the Subsidiaries or any of their Affiliates affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company or the Subsidiaries any Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(b)paragraph (a) of Section 9.2, the Purchaser Buyer shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser Buyer Notice") no later than the earlier of (i) thirty (30) days after the receipt by Buyer, the Purchaser Company, the Subsidiaries or any of its Affiliates their affiliates of the Proceeding Notice or (ii) ten (10) days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are Seller is solely liable under subsection 7.1.1(b)paragraph (a) of Section 9.2, the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser Seller notifies Buyer in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Buyer Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Notice. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.39.3.

Tax Proceedings. In the event the Purchaser, the Company or any of their Affiliates receive Seller receives notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries Seller for Taxes for any period for which the Shareholders are Stockholder is or may be liable under Subsection 7.1.1(b)subsection (ii) of Section 10.1, the Purchaser Seller shall notify Messrs Turnxxxx xxx Asseltine Stockholder in writing thereof (the "Purchaser Seller Notice") no later than the earlier of (ix) thirty (30) 30 days after the receipt by the Purchaser or any of its Affiliates Seller of the Proceeding Notice or (iiy) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are Stockholder is solely liable under subsection 7.1.1(b)(ii) of Section 10.1, the Shareholders Stockholder shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (ai) the Shareholders notify the Purchaser it notifies Seller in writing that they it desires to do so no later than the earlier of (ix) thirty (30) 30 days after receipt of the Purchaser Seller Notice or (iiy) five (5) days prior to the deadline for responding to the Proceeding Notice and (bii) the Shareholders Stockholder may not, without the consent of the PurchaserSeller, agree to any settlement that which could result in an increase in the amount of Taxes for which the Purchaser Seller is liable under Subsection 7.1.1(c)subsection (iii) of Section 10.1. The Parties 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 7.1 .310.3. The Purchaser Seller will provide, or cause to be provided, to the Shareholders Stockholder necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that the Shareholders are which Stockholder is entitled to control pursuant to this Section 7.1.310.3.