Which Party Controls. (i) The Sellers shall have the right to represent the Company and its Subsidiaries' interests in any tax audit or administrative or court proceeding relating to taxable years or periods ending on or before the Closing Date that include the income or operations of the Company and its Subsidiaries, and to employ counsel of its choice at its expense. The Purchaser shall be entitled to participate in the portion of any such audit or proceeding relating to the income or operations of the Company or its Subsidiaries (a "Pre-Closing Company Tax Audit") and employ counsel of its choice at its own expense. The Sellers shall keep the Purchaser informed of the status of material changes in the Pre-Closing Company Tax Audit, and shall provide the Purchaser with a reasonable opportunity to review and comment on any material written correspondence received or proposed to be delivered with respect to the tax position of the Company or any of its Subsidiaries in connection with any such Pre-Closing Company Tax Audit. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any such claim for Taxes that would adversely affect the liability for Taxes of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which consent may not be unreasonably withheld. (ii) The Purchaser shall have the right to represent the Company and its Subsidiaries' interests in any tax audit or administrative or court proceeding with respect to any Straddle Period. The Sellers shall have the right to participate at its expense in the defense of any such claim to the extent that the Sellers would be required to indemnify the Purchaser pursuant to Section 6.02(a), and to employ counsel of its choice at its own expense. The Purchaser shall keep the Sellers informed of the status of any such audit or proceeding, and shall provide the Purchaser with a reasonable opportunity to review and comment on any material written correspondence received or proposed to be delivered with respect to the tax position of the Company or any of its Subsidiaries in connection with any such audit or proceeding. The Purchaser shall not be entitled to settle or to cause the Company or any of its Subsidiaries to settle, either administratively or after the commencement of litigation, any such claim to the extent that Sellers would be required to indemnify the Purchaser pursuant to Section 6.02(a) without the prior written consent of Sellers, which consent may not be unreasonably withheld or delayed. (iii) The Purchaser shall have the sole right to represent the Company and its Subsidiaries' interests in any other tax audit or administrative or court proceeding.
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Which Party Controls. (i) The Sellers shall have the right to represent the Company and its Subsidiaries' interests in any tax audit or administrative or court proceeding relating to taxable years or periods ending on or before the Closing Date that include the income or operations of the Company and its Subsidiaries, and to employ counsel of its choice at its expense. The Purchaser shall be entitled to participate in the portion of any such audit or proceeding relating to the income or operations of the Company or its Subsidiaries (a "Pre-Closing Company Tax Audit") and employ counsel of its choice at its own expense. The Sellers shall keep the Purchaser informed of the status of material changes in the Pre-Closing Company Tax Audit, and shall provide the Purchaser with a reasonable opportunity to review and comment on any material written correspondence received or proposed to be delivered with respect to the tax position of the Company or any of its Subsidiaries in connection with any such Pre-Closing Company Tax Audit. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any such claim for Taxes that would adversely affect the liability for Taxes of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which consent may not be unreasonably withheld.
(ii) The Purchaser shall have the right to represent the Company and its Subsidiaries' interests in any tax audit or administrative or court proceeding with respect to any Straddle Period. The Sellers shall have the right to participate at its expense in the defense of any such claim to the extent that the Sellers would be required to indemnify the Purchaser pursuant to Section 6.02(a), and to employ counsel of its choice at its own expense. The Purchaser shall keep the Sellers informed of the status of any such audit or proceeding, and shall provide the Purchaser with a reasonable opportunity to review and comment on any material written correspondence received or proposed to be delivered with respect to the tax position of the Company or any of its Subsidiaries in connection with any such audit or proceeding. The Purchaser shall not be entitled to settle or to cause the Company or any of its Subsidiaries to settle, either administratively or after the commencement of litigation, any such claim to the extent that Sellers would be required to indemnify the Purchaser pursuant to Section 6.02(a) without the prior written consent of Sellers, which consent may not be unreasonably withheld or delayed.
(iii) The Purchaser shall have the sole right to represent the Company and its Subsidiaries' interests in any other tax audit or administrative or court proceeding.
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