Common use of Audits and Other Proceedings Clause in Contracts

Audits and Other Proceedings. Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Governmental Authority with respect to Taxes of any of the Company Entities for which the Stockholders would be liable pursuant to Section 12.02, Parent or the applicable Company Entity, as the case may be, shall notify Stockholders’ Representative in writing of such audit or proceeding. Failure to give such notice shall not relieve the Stockholders from any indemnification obligation which they would have with respect to Section 12.02, except to the extent that the Stockholders are actually and materially prejudiced thereby. Subject to the rights of the Stockholders’ Representative and the Stockholders as set forth herein, Parent shall control the conduct of all stages of all audits or other administrative or judicial proceedings with respect to Taxes of the Company Entities. Parent shall not, and shall not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company Entities for which the Stockholders would have an indemnification obligation under Section 12.02 without the express written consent of the Stockholders’ Representative (on behalf of the Stockholders). The Stockholders’ Representative (on behalf of the Stockholders) will have the right, at its option and expense, to participate in any audit or other administrative or judicial proceeding with representatives of its own choosing solely to the extent that such matters pertain to Taxes of the Company Entities for which the Stockholders would have an indemnification obligation under Section 12.02.

Audits and Other Proceedings. (A) Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Governmental Authority Tax authority with respect to Taxes of any of the Company Entities for which the Stockholders would be liable pursuant to Seller may have an indemnification obligation under Section 12.027.1, Parent Buyer or the applicable Company EntityCompany, as the case may be, shall promptly notify Stockholders’ Representative in writing Seller of such audit or proceeding, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Stockholders Seller from any indemnification obligation which they would it may have with respect to Section 12.027.1, except to the extent that the Stockholders are actually and materially Seller is prejudiced thereby. Subject Seller will have the right, at its option, to control the rights conduct of all stages of such audit or other administrative or judicial proceeding with representatives of its own choosing with respect to Taxes of Company for which Seller may have an indemnification obligation under Section 7.1. At such time as such request is received by Buyer, Buyer or the Stockholders’ Representative and Company, as the Stockholders as set forth hereincase may be, Parent will furnish Seller and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable Seller and/or its representatives to control the conduct of such audit or other proceeding. Buyer shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of the Company. Buyer and the Company Entities. Parent shall not, and shall not permit any of its their Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company Entities for which the Stockholders would Seller may have an indemnification obligation under Section 12.02 7.1 without the express written consent of the Stockholders’ Representative Seller. (on behalf of the Stockholders). The Stockholders’ Representative (on behalf of the StockholdersB) will have the right, at its option and expense, With respect to participate in any audit or other administrative or judicial proceeding that it controls, Seller (x) shall give prompt notice to Buyer of any Tax adjustment proposed in writing pursuant to any audit or other administrative or judicial proceeding controlled by Seller with representatives of its own choosing solely respect to the extent that such matters pertain assets or activities of the Company, and (y) shall not accept any proposed adjustment or enter into any settlement or agreement in compromise which would bind Buyer or the Company with respect to any Taxes of the Company Entities (other than any such Taxes for which the Stockholders would Seller may have an indemnification obligation under Section 12.027.1) without the express written consent of Buyer, which consent shall not be unreasonably withheld or delayed.