Common use of Audits and Inquiries Clause in Contracts

Audits and Inquiries. Purchaser shall provide Seller with prompt written notice of any inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service (“IRS”) or any other income tax authorities, which relate to the Purchase Entities for any income tax period ending on or before the Closing Date. Unless any such inquiry, audit, examination or proposed adjustment would involve a Liability Issue as described in Section 4.02(C) (iv), Purchaser has the sole right, at its sole cost and expense, to represent the interests of the Purchase Entities in any Income Tax audit or administrative proceeding relating to any Income Tax period beginning after the Closing Date, to employ counsel of its choice at its cost and expense, and to settle any issues and to take any other actions in connection with such proceedings relating to such Income Tax periods; provided, that Purchaser shall inform Seller of the status of any such proceedings, shall provide Seller (at Purchaser’s cost and expense) with copies of any pleadings, correspondence, and other documents as Seller may reasonably request, and shall consult with Seller and obtain the written consent of Seller, such consent not to be unreasonably withheld, prior to the settlement of any such proceedings.