Audits of Tax Returns Sample Clauses

Audits of Tax Returns. At its election, the Representative, on behalf of the Sellers, will have the responsibility for, and the right to control, the audit (i) of any Tax Return of the Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period ending on or prior to the Closing Date and (ii) any Tax Return of the Surviving Company or any of its Subsidiaries or the Blocker Corp relating to a taxable period that includes (but does not end on) the Closing Date if the Sellers have more at stake in such audit than the Purchaser does (as reasonably determined by the Representative and the Purchaser, taking into account Taxes that would be directly payable by the Sellers and any Taxes of the Purchaser or the Company or its Subsidiaries or the Blocker Corp that would be indemnifiable by the Sellers hereunder), including any disposition of such audit; provided, however, that the Purchaser and the Surviving Company will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof). With respect to all other Tax Returns, the Purchaser and the Surviving Company will have the responsibility for, and the right to control the audit of, such Tax Returns, but, in respect of obligations under Section 8.03(a), with respect to any Tax Return that relates in whole or in part to any period (or portion of a period) prior to the Closing, the Representative, on behalf of the Sellers, 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 of such Tax Returns (including any administrative appeals thereof), and the Surviving Company shall not dispose of any audit of any such Tax Return without the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Audits of Tax Returns. Except as set forth on Schedule 3.19.8 of the Disclosure Schedule, no Tax Return of the COMPANY is currently under audit or examination by any taxing authority, and the COMPANY has not received a written notice stating the intention of any taxing authority to conduct such an audit or examination by the COMPANY. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents' report related to any prior audits and examinations are attached as part of Schedule 3.19.8 of the Disclosure Schedule.

Audits of Tax Returns. The Sellers will have the responsibility for, and the right to control, at Sellers’ expense, the audit of any federal or state income Tax Return of Company relating to a taxable period ending on or prior to the Closing Date, including any disposition of such audit; provided, however, that Connecture and Company will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof), and Connecture’s consent shall be required for any settlement by the Sellers that could affect the Tax liability of Connecture or any of its Affiliates (including Company) in any taxable period to the extent such Tax liability is not or would not be solely the liability of Sellers. With respect to all other Tax Returns, Connecture and Company will have the sole responsibility for, and the right to control the audit of, such Tax Returns, but, with respect to any federal or state income Tax Return that relates to a taxable period that includes, but does not end on, the Closing Date, the Sellers shall have the right to participate in and approve the disposition of the audit of any such Tax Return, which approval shall not be unreasonably withheld or delayed.

Audits of Tax Returns. 12 3.12.8 Period of Assessment.....................................12

Audits of Tax Returns. Purchaser shall promptly notify Seller upon the receipt of any notice, or becoming aware, of any audit or other similar examination with respect to income Taxes of a Target Company for any Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period) (a “Tax Contest”); provided, that no failure or delay of Purchaser in providing such notice shall reduce or otherwise affect the obligations of Seller pursuant to this Agreement, except to the extent that Seller is materially prejudiced as a result of such failure or delay. Seller shall control the conduct of any Tax Contest to the extent relating to income Taxes for any Pre-Closing Tax Period; provided, that: (i) Purchaser shall have the right to participate in any such Tax Contest at its sole cost and expense, (ii) Seller will provide Purchaser with any correspondence to or from a Governmental Authority, and (iii) Seller shall not settle any such Tax Contest without Purchaser’s written consent, not to be unreasonably withheld, conditioned or delayed.

Audits of Tax Returns. To the best of Seller’s knowledge, no tax return of the Management Company is currently under audit or examination by any taxing authority, and the Management Company has not received a written notice stating the intention of any taxing authority to conduct such an audit or examination. Each deficiency of which the Seller’s are aware, if any, resulting from any audit or examination relating to taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents’ reports related to any prior audits and examinations, if any, have been delivered to Purchaser.

Audits of Tax Returns. Buyer shall promptly notify Representative in writing of any audit, examination or notice of deficiency or other adjustment, assessment or redetermination with respect to Taxes relating to a Pre-Closing Tax Period of the Company or any of its Subsidiaries (a “Tax Contest”). Buyer and the Company shall have the sole responsibility for, and the right to control the audit of, such Tax Contests, but the Representative shall have the right to participate in such Tax Contests, including the right to review in advance and comment upon all submissions made in the course of such Tax Contests (including any administrative appeals thereof) and Buyer shall and shall cause the Company and its Subsidiaries to take into account, in good faith, any such comments. The Representative shall have the right to approve the disposition or settlement of any Tax Contest, which approval shall not be unreasonably withheld, conditioned or delayed to the extent the disposition or settlement of any such Tax Contest could reasonably be expected to impact the Stockholders and/or the Optionholders.

Audits of Tax Returns. No Tax Return of ARM is currently under audit or examination by any taxing authority, and neither the ▇▇▇▇▇▇▇▇ Seller or the ▇▇▇▇▇▇ Seller nor ARM has received a written notice stating the intention of any taxing authority to conduct such an audit or examination. Each deficiency resulting from any audit or examination relating to Taxes by any taxing authority has been paid, except for deficiencies being contested in good faith. The revenue agents’ reports related to any prior audits and examinations are attached as part of the ARM Disclosure Schedule 4.11.

Audits of Tax Returns. The Shareholder Representative will have (i) the responsibility for, and the right to control, at the Shareholders’ expense, the audit of any federal or state income Tax Return of the Company relating to a taxable period ending on or prior to the Closing Date, including, without limitation, any disposition of such audit and (ii) the right to participate in and approve the disposition of the audit of any federal or state income Tax Return of the Company relating to a Straddle Period, which approval shall not be unreasonably withheld or delayed; provided, however, that the Surviving Company, at its expense, will have the right, directly or through its designated representatives, to review in advance and comment upon all submissions made in the course of audits of such Tax Returns (including any administrative appeals thereof), and the Surviving Company will have the right to approve, which approval shall not be unreasonably withheld or delayed, any settlement that could affect the Tax Liability of any Acquiring Party or the Surviving Company in any taxable period to the extent such Tax Liability is not solely the liability of the Shareholders. Other than as set forth in this paragraph (c), the Surviving Company will have the sole responsibility for, and the right to control, at the Parent’s expense, the audit of any other Tax Return other than an audit that could give rise to a Liability of the Shareholders for the payment of Taxes.