Common use of Audits and Adjustments Clause in Contracts

Audits and Adjustments. (a) If Crown or Constar receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheld.

Appears in 3 contracts

Samples: Tax Sharing and Indemnification Agreement (Constar International Inc), Tax Sharing and Indemnification Agreement (Constar International Inc), Tax Sharing and Indemnification Agreement (Constar International Inc)

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Audits and Adjustments. (a) If Crown Whenever IREX or Constar SPI receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement or otherwise affect the other Party’s party's Taxes, Crown IREX or ConstarSPI, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 ten (10) days before Crown IREX or ConstarSPI, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party party primarily liable for any Tax Liability with respect to the Adjustment under Article III Section 3.1 or Section 3.3 (the "Primary Party") at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the -------- ------- other Party party (the "Non-Primary Party") may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s 's position, without the prior written consent of consent, which may not be unreasonably withheld or delayed, from the Primary Party, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Sharing and Indemnification Agreement (Specialty Products & Insulation Co)

Audits and Adjustments. (a) If Crown Whenever CSC or Constar Vlasic receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement or otherwise affect the other Party’s party's Taxes, Crown CSC or ConstarVlasic, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 ten (10) days before Crown CSC or ConstarVlasic, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party party primarily liable for any Tax Liability with respect to the Adjustment under Article III Section 3.1 or Section 3.3 (the "Primary Party") at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the -------- ------- other Party party (the "Non-Primary Party") may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s 's position, without the prior written consent of the Primary Partyconsent, which consent shall may not be unreasonably withheld, from the Primary Party.

Appears in 1 contract

Samples: Sharing and Indemnification Agreement (Vlasic Foods International Inc)

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Audits and Adjustments. (a) If Crown Whenever IREX or Constar SPI receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party party under this Agreement or otherwise affect the other Party’s party's Taxes, Crown IREX or ConstarSPI, as the case may be, shall give written notice of the Adjustment to the other Party party within 30 thirty (30) days of becoming aware of the Adjustment but in no case later than 10 ten (10) days before Crown IREX or ConstarSPI, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party party primarily liable for any Tax Liability with respect to the Adjustment under Article III Section 3.1 or Section 3.3 (the "Primary Party") at its own expense shall have primary control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the -------- ------- other Party party (the "Non-Primary Party") may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes 's return to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s 's position, without the prior written consent of the Primary Partyconsent, which consent shall may not be unreasonably withheld, from the Primary Party.

Appears in 1 contract

Samples: Sharing and Indemnification Agreement (Specialty Products & Insulation Co)

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