Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. (a) In the event (i) Purchaser (or its Affiliates) or (ii) GEC (or its Affiliates) receives notice of any pending or threatened Tax audits or assessments by any Tax authority or other disputes concerning Taxes with respect to which the other party may incur liability under this Article 8 (or otherwise), the party in receipt of such notice shall promptly notify the other party of such matter in writing. The failure by Purchaser to provide such notice on a timely basis, however, shall not release GEC from any of its obligations under this Article 8, except to the extent that GEC is prejudiced by such failure. (b) GEC shall have the right to defend, object to or prosecute, at its sole cost and expense, those Tax claims relating to periods ending on or before the Closing Date. GEC may in its discretion settle or compromise any such Tax claim; provided, however, that if the results of such Tax claim could affect the Tax liability of Purchaser, the Companies or their respective Subsidiaries for any Tax period including or ending after the Closing Date, then GEC shall not settle or compromise such Tax claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. With respect to Tax claims relating to periods ending on or before the Closing Date that are controlled by GEC and the settlement of which requires Purchaser’s consent pursuant to this paragraph, Purchaser or its authorized representatives shall be entitled, at the expense of Purchaser, to attend and participate in all proceedings relating to such Tax claim. Purchaser shall have the right to defend, object to or prosecute all other Tax claims.

Tax Proceedings. (a) In the event (i) Purchaser (or its Affiliates) or (ii) GEC (or its Affiliates) Any Party who receives any notice of any a pending or threatened Tax audits audit, assessment, or assessments by any Tax authority adjustment against or other disputes concerning Taxes with respect to the Company which may give rise to Liability of another Party hereto, shall promptly notify such other Party within ten (10) business days of the other party may incur liability under this Article 8 (or otherwise), the party in receipt of such notice shall promptly notify notice. The Parties each agree to consult with and to keep the other party of such matter in writing. The failure by Purchaser to provide such notice Parties hereto informed on a timely basis, however, shall not release GEC from regular basis regarding the status of any of its obligations under this Article 8, except Tax audit or proceeding to the extent that GEC is prejudiced by such failure. audit or proceeding could affect a Liability of such other Parties (b) GEC including indemnity obligations hereunder). The Sellers’ Representative shall have the right to defendrepresent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, object but reasonably satisfactory to or prosecuteBuyer, at its sole cost and the Sellers’ expense, those but only to the extent such audit or other proceeding pertains to Tax claims relating to periods ending on or before the Closing Date. GEC may in its discretion settle or compromise any such Tax claim; provided, however, that if the results of such Tax claim could affect the Tax liability of Purchaser, the Companies or their respective Subsidiaries for any Tax period including or ending after the Closing Date, then GEC shall not settle or compromise such Tax claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. With respect to Tax claims relating to periods ending on or before the Closing Date that are controlled by GEC and the settlement of which requires Purchaser’s consent pursuant to this paragraph, Purchaser or its authorized representatives shall be entitled, at the expense of Purchaser, to attend and participate in all proceedings relating to such Tax claim. Purchaser Buyer shall have the right to defendparticipate in such proceeding at its own expense, object and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential Liability of the Sellers. Both the Buyer and the Sellers (through the Sellers’ Representative) shall be entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or prosecute all other administrative or judicial proceedings involving a Tax claimsperiod that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.6, the Sellers’ Representative shall not, without the Buyer’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax Liability of the Buyer, any Affiliate of the Buyer, or (with respect to any taxable period (or portion thereof) beginning after the Closing Date) the Company. Except as provided in this Section 6.6 the provisions of Article IX including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved.

Tax Proceedings. (a) In the event (i) Purchaser (or its Affiliates) or (ii) GEC (or its Affiliates) Any Party who receives any notice of any a pending or threatened Tax audits audit, assessment, or assessments by any Tax authority adjustment against or other disputes concerning Taxes with respect to the Company which may give rise to Liability of another Party hereto, shall promptly notify such other Party within ten (10) business days of the other party may incur liability under this Article 8 (or otherwise), the party in receipt of such notice shall promptly notify notice. The Parties each agree to consult with and to keep the other party of such matter in writing. The failure by Purchaser to provide such notice Parties hereto informed on a timely basis, however, shall not release GEC from regular basis regarding the status of any of its obligations under this Article 8, except Tax audit or proceeding to the extent that GEC is prejudiced by such failure. audit or proceeding could affect a Liability of such other Parties (b) GEC including indemnity obligations hereunder). The Seller Representative shall have the right to defendrepresent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of its choice, object but reasonably satisfactory to or prosecuteBuyer, at its sole cost and the Sellers’ expense, those but only to the extent such audit or other proceeding pertains to Tax claims relating to periods ending on or before the Closing Date. GEC may in its discretion settle or compromise any such Tax claim; provided, however, that if the results of such Tax claim could affect the Tax liability of Purchaser, the Companies or their respective Subsidiaries for any Tax period including or ending after the Closing Date, then GEC shall not settle or compromise such Tax claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. With respect to Tax claims relating to periods ending on or before the Closing Date that are controlled by GEC and the settlement of which requires Purchaser’s consent pursuant to this paragraph, Purchaser or its authorized representatives shall be entitled, at the expense of Purchaser, to attend and participate in all proceedings relating to such Tax claim. Purchaser Buyer shall have the right to defendparticipate in such proceeding at its own expense, object and shall be entitled to control the disposition of any issue involved in such proceeding which does not effect a potential Liability of the Sellers. Both the Buyer and the Sellers (through the Seller Representative) shall be entitled to represent their respective interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or prosecute all other administrative or judicial proceedings involving a Tax claimsperiod that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 6.6, the Seller Representative shall not, without the Buyer’s consent, agree to any settlement with respect to any Tax if such settlement could adversely affect any Tax Liability of the Buyer, any Affiliate of the Buyer, or (with respect to any taxable period (or portion thereof) beginning after the Closing Date) the Company. Except as provided in this Section 6.6 the provisions of Article IX including the provisions therein addressing settlement authority, shall govern the manner in which Tax audit or administrative or judicial proceedings are resolved.