Common use of Control of Tax Contests Clause in Contracts

Control of Tax Contests. Whenever any taxing authority asserts a claim, makes a written assessment or otherwise disputes the amount of Taxes for which any of the Sellers are or may be liable under this Agreement or by reason of the Sellers' ownership of Company Shares on or before the Closing Date, the Buyer shall, if informed of such an assertion, inform the Sellers Representative within fifteen (15) business days, and the Sellers Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which the Sellers may be liable (either directly or pursuant to Section 6.2 hereof); provided however, that no settlement that could reasonably be expected to materially affect the amount of Taxes imposed on the Buyer or the Company for taxable periods beginning on or after the Closing Date may be agreed to without the consent of the Buyer, which consent may not be unreasonably withheld or delayed. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which the Buyer is or may be liable under this Agreement (after taking into account the effect of Section 6.2 hereof), the Sellers shall, if informed of such assertion in writing, inform the Buyer within fifteen (15) days, and the Buyer shall have the right to control any resulting proceedings to the extent that they relate to such claim, assessment or dispute, and to determine whether and when to settle any such claim, assessment or dispute; provided however, that the Sellers Representative shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings could reasonably be expected to materially affect the amount of Taxes for which the Sellers are or may be liable (either directly or pursuant to Section 6.2 hereof).

Control of Tax Contests. Whenever (i) If Buyer, the Company, its Subsidiaries or any taxing of their respective Affiliates receives written notice of any audits, examinations, or similar administrative or judicial proceedings by a Tax authority asserts with respect to the Company or its Subsidiaries with respect to a claim, makes a written assessment Pre-Closing Tax Period prior to the time when the funds held in the Indemnity Escrow Account are exhausted or otherwise disputes released from the amount escrow pursuant to the terms of Taxes for which any the Escrow Agreement (a “Tax Contest”), Buyer shall promptly notify or cause the Company or its Subsidiaries to notify the Shareholders’ Representative in writing of such Tax Contest, provided, however, that failure to provide such notification shall not obviate or limit the rights and remedies of the Buyer Indemnitees under this Section 6.15, except and only to the extent that the Sellers are or may be liable under this Agreement or materially prejudiced by reason of the Sellers' ownership of Company Shares on or before the Closing Date, the Buyer shall, if informed of such an assertion, inform the Sellers Representative within fifteen (15) business days, and the Sellers Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which the Sellers may be liable (either directly or pursuant to Section 6.2 hereof); provided however, that no settlement that could reasonably be expected to materially affect the amount of Taxes imposed on the Buyer or the Company for taxable periods beginning on or after the Closing Date may be agreed to without the consent of the Buyer, which consent may not be unreasonably withheld or delayedfailure. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which the Buyer is or may be liable under this Agreement (after taking into account the effect of Section 6.2 hereof), the Sellers shall, if informed of such assertion in writing, inform the Buyer within fifteen (15) days, and the Buyer shall have the right to conduct and control any resulting proceedings the defense or settlement of such Tax Contests, provided, Buyer shall use commercially reasonable efforts to (i) keep the extent that they relate Shareholders’ Representative informed of the progress of such Tax Contests, (ii) provide the Shareholders’ Representative with copies of all material documents pertaining to such claim, assessment or dispute, Tax Contests and to determine whether and when to (iii) not settle any such claim, assessment or dispute; provided however, that Tax Contest without the Sellers Representative shall have the right to Shareholders’ Representative’s advanced written consent, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned. (ii) Notwithstanding the foregoing and at Sellers’ sole cost and expense, if the Tax Contest relates to the Pre-Closing Reorganization, the Buyer Indemnitee shall take all commercially reasonable steps requested by the Shareholders’ Representative in writing, on behalf of the Sellers, to mitigate any settlement to the extent such proceedings could reasonably be expected to materially affect the amount Liability of Taxes for which the Sellers are or may be liable (either directly or pursuant to Section 6.2 hereof6.15(e), including the Company making the election under subsection 184(3) of the ITA; provided, that such request will not cause any adverse consequences to any Buyer Indemnitee, the Company, any of its Subsidiaries or any of their respective Affiliates.

Control of Tax Contests. Whenever any taxing authority asserts a claim, makes a written assessment or otherwise disputes the amount of Taxes taxes for which any of the Sellers are or may be liable under this Agreement or by reason of the Sellers' ’ ownership of Company Shares the Stock on or before the Closing Date, the Buyer shall, if informed of such an assertion, inform the Sellers Seller Representative within fifteen (15) business days, and the Sellers Seller Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes taxes for which the Sellers may be liable (either directly or pursuant to Section 6.2 hereof)liable; provided provided, however, that no settlement that could reasonably be expected to materially affect the amount of Taxes taxes imposed on the Buyer or the Company for taxable periods beginning on or after the Closing Date may be agreed to without the consent of the Buyer, which consent may not be unreasonably withheld or delayed. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes taxes for which the Buyer is or may be liable under this Agreement (after taking into account the effect of Section 6.2 hereof)Agreement, the Sellers shall, if informed of such assertion in writing, inform the Buyer within fifteen (15) days, and the Buyer shall have the right to control any resulting proceedings to the extent that they relate to such claim, assessment or dispute, and to determine whether and when to settle any such claim, assessment or dispute; provided provided, however, that the Sellers Seller Representative shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings could reasonably be expected to materially affect the amount of Taxes taxes for which the Sellers are or may be liable (either directly or pursuant to Section 6.2 hereof)liable.

Control of Tax Contests. Whenever any taxing authority asserts a claim, makes a written assessment or otherwise disputes the amount of Taxes for which any of the Sellers are or may be liable under this Agreement or by reason of the Sellers' ownership of Company Shares on or before the Closing Date, the Buyer shall, if informed of such an assertion, inform the Sellers Seller Representative within fifteen (15) business days, and the Sellers Seller Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which the Sellers may be liable (either directly or pursuant to Section 6.2 hereof); provided provided, however, that no settlement that could reasonably be expected to materially affect the amount of Taxes imposed on the Buyer or the Company for taxable periods beginning on or after the Closing Date may be agreed to without the consent of the Buyer, which consent may not be unreasonably withheld or delayed. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which the Buyer is or may be liable under this Agreement (after taking into account the effect of Section 6.2 hereof), the Sellers shall, if informed of such assertion in writing, inform the Buyer within fifteen (15) days, and the Buyer shall have the right to control any resulting proceedings to the extent that they relate to such claim, assessment or dispute, and to determine whether and when to settle any such claim, assessment or dispute; provided provided, however, that the Sellers Seller Representative shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings could reasonably be expected to materially affect the amount of Taxes for which the Sellers are or may be liable (either directly or pursuant to Section 6.2 hereof).