Common use of Audit Matters Clause in Contracts

Audit Matters. Seller, on the one hand, and Buyer, on the other hand, agree to give prompt notice to the other of any proposed adjustment to Taxes for any period ending on or prior to the Closing Date or any Pre-Closing Partial Period. Seller shall have the responsibility for, and the right to control, at Seller's expense, the audit (and disposition thereof) of any Tax Return relating to periods ending on or prior to the Closing Date and to participate in the disposition of the audit of any Tax Return relating to the periods ending after the Closing Date if such audit or disposition thereof could give rise to a claim for indemnification hereunder. Buyer, at Buyer's expense, shall have the right directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits or appeals thereof to any Governmental Entity relating to periods ending on or prior to the Closing Date and any Pre-Closing Partial Period or Post-Closing Partial Period for which Seller has responsibility if such audit or appeal will or might reasonably be expected to result in Buyer or Company having liability for the Taxes at issue and to approve the disposition of any audit adjustment with respect to such periods if such disposition will or might reasonably be expected to result in an increase in Taxes of Buyer or Company for any period beginning at or after the Closing Date, such consent not to be unreasonably withheld.