Common use of Audits and Other Proceedings Clause in Contracts

Audits and Other Proceedings. From and after the Closing Date, Discovery shall control the conduct of all audits or administrative or judicial proceedings with respect to the Tax liability of the Company or any of its Subsidiaries. With respect to any audit or proceeding controlled by Discovery which could give rise to a claim for payment against the Former Company Stockholders and the Optionholders under Section 6.1, Discovery (i) will afford the HSW Stockholders’ Representative and its counsel a reasonable opportunity to participate at its own expense in the conduct of any such audit or proceeding and (ii) will not, and will not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise which would result in a claim for payment against the Former Company Stockholders and the Optionholders pursuant to this Agreement without the written consent of the HSW Stockholders’ Representative, which consent will not be unreasonably withheld or delayed.