Audits and Other Proceedings. Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Governmental Authority with respect to Taxes of any of the Company Entities for which the Stockholders would be liable pursuant to Section 12.02, Parent or the applicable Company Entity, as the case may be, shall notify Stockholders’ Representative in writing of such audit or proceeding. Failure to give such notice shall not relieve the Stockholders from any indemnification obligation which they would have with respect to Section 12.02, except to the extent that the Stockholders are actually and materially prejudiced thereby. Subject to the rights of the Stockholders’ Representative and the Stockholders as set forth herein, Parent shall control the conduct of all stages of all audits or other administrative or judicial proceedings with respect to Taxes of the Company Entities. Parent shall not, and shall not permit any of its Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of the Company Entities for which the Stockholders would have an indemnification obligation under Section 12.02 without the express written consent of the Stockholders’ Representative (on behalf of the Stockholders). The Stockholders’ Representative (on behalf of the Stockholders) will have the right, at its option and expense, to participate in any audit or other administrative or judicial proceeding with representatives of its own choosing solely to the extent that such matters pertain to Taxes of the Company Entities for which the Stockholders would have an indemnification obligation under Section 12.02.
Audits and Other Proceedings. No Company Entity (A) is currently the subject of (or a party to) an audit, investigation, examination, or other administrative or judicial proceeding concerning Taxes or (B) has received any written notice from any Taxing Authority of the commencement of such an audit, examination, or proceeding.
Audits and Other Proceedings. Notwithstanding anything to the contrary in this Agreement, Section 7.7 shall not govern the resolution of any claim by a Governmental Authority in respect of Taxes of the Company or any of its Subsidiaries for which indemnity is provided under this Agreement, and the following procedures shall govern the resolution of any claim by a Governmental Authority in respect of Taxes relating to the Company or any of its Subsidiaries for a Pre-Closing Tax Period (as defined below in Section 7.2(c)(i)) which may give rise to a liability for which the Emdeon Indemnified Persons may have an indemnification claim under this Agreement (a “Pre-Closing Tax Claim”):
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.
Audits and Other Proceedings. (a) Following the Closing Date, Seller shall control the conduct of any audit or other administrative of judicial proceeding with respect to Taxes of any Affiliated Group of which Seller or any of the Retained Companies is the common parent or for which Seller otherwise may be obligated to indemnify Buyer Indemnitees pursuant to Section 6.1; provided, that (i) Buyer may elect to participate in the control of such audit or proceeding jointly with Seller to the extent such audit or proceeding relates to Taxes attributable to any Acquired Company for a Bridge Period; (ii) Buyer, in its sole discretion, may assume joint control of any such audit or 105 proceeding for Tax years beginning before 1992 for any Affiliated Group of which MAL was the common parent if MAL is placed under supervision by a state regulatory authority or is subject to court supervised conservation, rehabilitation, liquidation or similar proceeding or if there is a transfer of control (including control of Tax audits) of MAL to a party other than Seller or its Affiliates; (iii) Buyer shall control any audit or proceeding to the extent (but only to the extent) such audit or proceeding relates to (A) Taxes for which Buyer would be obligated to indemnify Seller Indemnitees pursuant to Section 6.1 or Section 6.5(e)(ii) or (B) Taxes for which the Seller would have been entitled to a refund but for the Failed QSP; and (iv) Buyer shall control any audit or proceeding to the extent (but only to the extent) such audit or proceeding relates to the qualification of the sale of the shares of SWL as a Qualified Stock Purchase. In the event Buyer assumes control or joint control of any audit or administrative or judicial proceeding pursuant to this Section 6.4, Seller shall, and shall cause MAL and the other Retained Companies to, provide Buyer with any reasonable assistance requested by Buyer in connection with such audit or other proceeding, including, without limitation, executing any power of attorney or other document which is necessary or appropriate to enable Buyer to act on behalf of, or jointly on behalf of, Seller of MAL. Buyer shall control the conduct of all other audits or administrative or judicial proceedings with respect to the liability for Taxes of the Acquired Companies for any taxable period or portion thereof. With respect to any audit or other proceeding that Seller controls, Seller shall (1) promptly provide Buyer with, or cause to be provided to Buyer, written notice of any claim...
Audits and Other Proceedings. (a) In the case of any audit, examination or administrative, judicial or other proceeding ("Tax Proceedings") with respect to any income Tax Return of the Company and/or the Subsidiaries for periods ending on or prior to the Closing Date and including any federal and state final returns filed pursuant to Section 6.14, the Tax Matters Partner shall have the right, except as provided below, to control the conduct of such Tax Proceedings and to initiate any claim for refund, file any amended Tax Return or take any other action which it deems appropriate; provided, however, that the Tax Matters Partner shall keep Parent informed of all matters with respect to such Tax Proceeding and shall not agree to or take any action or omit to take any action that would be reasonably likely to have an adverse effect upon Parent or any of its subsidiaries, including the Surviving Entity and the Subsidiaries, without the prior written consent of Parent; and provided further that the Tax Matters Partner shall permit Parent to control the prosecution of any claim for any refund and to apply for any credit, in each case which is for the account of Parent pursuant to Section 6.15(b). Each of the Tax Matters Partner, on the one hand, and Parent, its subsidiaries and their respective successors and assigns, on the other hand, shall promptly provide the other notice of any formal or informal inquiry that initiates or could initiate a Tax Proceeding and shall cooperate in the conduct of such Tax Proceedings, including making books, records and personnel reasonably available during normal business hours and in a form and location reasonably convenient to the Tax Matters Partner and Parent so as to permit the Tax Matters Partner to properly conduct such Tax Proceedings. The Tax Matters Partner shall keep Parent informed of the progress of any such Tax Proceedings. In the event that for any reason the Tax Matters Partner elects not to control the conduct of such Tax Proceedings, Parent, subject to applicable provisions of Law, shall be entitled to conduct such Tax Proceedings; provided, Parent shall keep the Tax Matters Partner or his designee informed of all matters with respect to such Tax Proceeding and shall not agree to or take any action or omit to take any action that would be reasonably likely to have an adverse effect upon the former Members without the prior written consent of the Tax Matters Partner.
Audits and Other Proceedings. (i) Following the Closing Date, if an audit or other administrative or judicial proceeding is initiated by any Tax authority with respect to Taxes of Company or any of its Subsidiaries for which the Reimbursing Parties may have a reimbursement obligation under Section 11.1, Parent or Company, as the case may be, shall promptly notify the Stockholder Representative of such audit or proceeding, stating the nature and basis of such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve the Reimbursing Parties from any reimbursement obligation which they may have with respect to Section 11.1, except to the extent that the Reimbursing Parties are prejudiced thereby. The Stockholder Representative will have the right, at its option, to control the conduct of all stages of such audit or other administrative or judicial proceeding with representatives of its own choosing reasonably acceptable to the Reimbursed Party (and Reimbursed Party acknowledges that Xxxxxx & Bird LLP shall be deemed reasonably acceptable as legal representative to Reimbursing Parties) with respect to Taxes of Company or any of its Subsidiaries for which the Reimbursing Parties may have a reimbursement obligation under Section 11.1. At such time as such request is received by Parent, Parent or Company, as the case may be, will furnish the Stockholder Representative and/or its representatives with powers of attorney or any other documentation or authorization necessary or appropriate to enable the Stockholder Representative and/or its representatives to control the conduct of such audit or other proceeding. Parent shall control the conduct of all stages of all other audits or other administrative or judicial proceedings with respect to Taxes of Company or any of its Subsidiaries. Parent and Company shall not, and shall not permit any of their Affiliates to, accept any proposed adjustment or enter into any settlement or agreement in compromise regarding any Taxes of Company or any of its Subsidiaries for which the Reimbursing Parties have a reimbursement obligation under Section 11.1 without the express written consent of the Stockholder Representative (on behalf of the Reimbursing Parties).
Audits and Other Proceedings. The Buyer shall promptly notify the Seller following receipt of any notice of audit or other proceeding relating to any Tax matter for which the Seller may be required to indemnify the Buyer, its Affiliates and the Acquired Entities pursuant to this Agreement (a “Tax Contest” ). No delay by the Buyer shall reduce any of the Seller’s obligations for Indemnified Taxes, except to the extent such delay actually prejudices the Seller. The Seller shall have the right to control any and all audits or other proceedings relating solely to any Pre-Closing Tax Period (other than a Straddle Period). If 49 the Seller assumes such defense, the Seller shall diligently and in good faith keep the Buyer reasonably informed, shall allow the Buyer to participate in the defense thereof (including employing counsel separate from the counsel employed by the Seller), and shall not settle, resolve or abandon such Tax Contest without the prior written consent of the Buyer (which shall not be unreasonably withheld, delayed or conditioned). The Buyer shall control any and all audits or other proceedings relating to any Straddle Period. The Buyer shall diligently and in good faith keep the Seller reasonably informed regarding, shall allow the Seller to participate in the defense of (including employing counsel separate from the counsel employed by the Buyer), and shall not settle, resolve or abandon such Tax Contest without the prior written consent of the Seller (which shall not be unreasonably withheld, delayed or conditioned).
Audits and Other Proceedings. 105 6.5 Section 338(h)(10) Election . . . . . . . . . . . 109 6.6
Audits and Other Proceedings. 53 ARTICLE VII
