Common use of Audits of Tax Returns Clause in Contracts

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.