CompUSA 2014 Annual Report Download - page 168

(c) Tax Returns Filed after the Closing Date.
The Buyer shall prepare or cause to be prepared and file or cause to be
filed all Tax Returns for the Companies due after the Closing Date, including those relating to periods ending on or prior to the Closing Date
which are required to be filed after the Closing Date. In respect of Tax Returns of the Companies for periods ending on or before the Closing
Date or for Straddle Periods, the Buyer shall provide the Seller with such Tax Returns, along with an allocation of the portion of such Taxes
shown on such Tax Return that are attributable to a Pre-
Closing Tax Period, no later than thirty (30) days prior to the due date thereof, for the
Seller ’
s review, comment, and approval, such approval not to be unreasonably withheld. The Seller shall reimburse the Buyer for any Taxes
attributable to a Pre-
Closing Tax Period. The Buyer will not amend, and will not permit any Company to amend, any Tax Returns that relate to
any Pre-
Closing Tax Periods without the written consent of the Seller, such consent not to be unreasonably withheld. In the event of a dispute
between the Buyer and the Seller with respect to the Tax Returns described herein, such dispute shall be submitted to the Independent
Accountants for final resolution and such dispute shall be administered in accordance with the procedures set forth in Section 2.4. Upon
resolution of all disputed items, the relevant Tax Return shall be adjusted to reflect such resolution and shall be binding upon the Buyer and the
Seller without further adjustment.
(d) Audits.
(i)
If the Buyer or any Company receives any written notice from a Taxing authority of any examination,
investigation, audit or other proceeding in respect of any Tax Return for any Pre-Closing Tax Period, including any Straddle Period (an “
Audit
Notice
”),
the Buyer will provide or cause to be provided to the Seller a copy of such Audit Notice within ten (10) business days of the Buyer or
such Company receiving such Audit Notice and, further, if any Taxing authority issues to the Buyer or any Company a written notice of
deficiency, a written notice of reassessment, a written proposed adjustment, or a written assertion of claim or demand concerning a Pre-
Closing
Tax Period or Straddle Period (each of the foregoing for which written notice is received, a “Proposed Deficiency”),
the Buyer or such Company
shall notify the Seller of its receipt of such communication from the Taxing authority within five (5) business days after receiving such notice of
Proposed Deficiency.
(ii)
The Seller shall control any examination, investigation, audit, or other proceeding, including any proceeding
with respect to, or the defense of, a Proposed Deficiency (each, a “Tax Proceeding”) at its sole cost and expense in respect of any Pre-
Closing
Tax Period of any Company, provided that the Buyer and any Company shall have the right to participate in such Tax Proceeding at the Buyer ’
s or such Company ’
s sole cost and expense. Notwithstanding the foregoing, the Buyer shall control at its sole cost and expense any Tax
Proceeding in respect of any Straddle Period of such Company, provided that the Seller shall have the right to participate in such Tax Proceeding
at its sole cost and expense. The Seller shall not agree to any settlement of, or entry of any judgment arising from, any Tax Proceeding which
it
controls without the prior written consent of the Buyer if such settlement or entry of judgment would be reasonably expected to increase the
Buyer ’ s or any Company ’
s liability for Taxes hereunder, and the Buyer shall not agree to any settlement of, or entry of any judgment arising
from, any Tax Proceeding which it controls without the prior written consent of the Seller if such settlement or entry of judgment would be
reasonably expected to increase the Seller ’
s liability for Taxes hereunder. When deemed appropriate by the Seller, the Buyer shall cause the
Companies to authorize by appropriate powers of attorney such Persons as the Seller shall designate to represent Companies with respect to any
Tax Proceeding that the Seller has the right to control pursuant to this Section 5.12(d), it being agreed that such powers of attorney shall be
limited to only authorize such Persons to represent the Companies with respect to any Tax Proceeding.
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