Audits and Contest. (a) MS or MSCI shall promptly notify the other in writing upon the receipt of any notice of Tax Proceeding from the relevant Taxing Authority that could reasonably result in an indemnity obligation of a party under this Agreement; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the indemnifying party is materially prejudiced by such failure.
Audits and Contest. (a) Distributing or Controlled shall promptly notify the other in writing upon the receipt of any notice of Tax Proceeding from the relevant Taxing Authority that could reasonably result in an indemnity obligation of a party under this Agreement; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the indemnifying party is materially prejudiced by such failure.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, CVS shall have full control over all matters relating to any Federal Tax return filed by the CVS Consolidated Group, any Consolidated State or Unitary State Tax Return, any Other Tax Return (other than one relating solely to the Linens Group), or any Tax Proceeding relating to any Tax matters of at least one member of the CVS Group. Except as provided in Section 8(b), CVS shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.
Audits and Contest. (a) CS or DPS shall notify the other in writing upon the receipt of any notice of a Tax Proceeding that could reasonably result in a right to indemnification of a party under this Agreement together with a description in reasonable detail of the Tax Proceeding and the underlying claim within 30 days of the receipt of such notice or such earlier time that would allow the indemnifying party to timely respond to such notice; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the indemnifying party is materially prejudiced by such failure.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, USBANCORP shall have full control over all matters relating to any Return or any Tax Proceeding relating to any Tax matters of at least one member of the USBANCORP Group. Except as provided in Section 8(b), USBANCORP shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, Marcam Solutions shall have full control over all matters and Tax Proceedings relating to any item affecting a Pre-Distribution Marcam Solutions Tax, and MAPICS shall have full control over all matters and Tax Proceedings relating to any item affecting a Pre-Distribution MAPICS Tax; provided, however, that no party shall settle such Tax Proceeding without the prior written consent of the other party (which consent shall not be unreasonably withheld) if such settlement would have a material adverse effect on the other party.
Audits and Contest. (a) Xxxxxx Oil shall have full control over all matters relating to any Federal Tax Return filed by the Xxxxxx Oil Consolidated Group or any Federal Tax audit, dispute or proceeding (whether administrative or judicial) relating to any Tax matters of the Xxxxxx Oil Consolidated Group. Xxxxxx Oil shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, The Limited shall have full control over all matters relating to any tax return or any tax Proceeding relating to any tax matters of at least one member of The Limited Consolidated Group. Except as provided in Section 8(b), The Limited shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, PepsiCo shall have full control over all matters relating to any Return or any Tax Proceeding relating to any Tax matters of at least one member of the PepsiCo Group. Except as provided in Section 8(b), PepsiCo shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, PepsiCo shall have full control over all matters relating to any Return or any Tax Proceeding relating to any Tax matters of at least one member of the PepsiCo Group. TRICON may, at its own expense, participate in any such Tax Proceeding. Except as provided in Section 8(b), PepsiCo shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. (b)(i) No settlement of any Tax Proceeding relating to any matter which would cause a payment obligation under Sections 5(a) or 5(b) shall be accepted or entered into by or on behalf of the party entitled to receive a payment under either Section 5(a) or 5(b), whichever is applicable, unless the party ultimately responsible for such payment under either Section 5(a) or 5(b), whichever is applicable (the "Indemnitor"), consents thereto in writing (which consent shall not be unreasonably withheld or delayed); provided, however, that, notwithstanding anything to the contrary in this Agreement, PepsiCo may settle any Tax Proceeding if it determines, in its sole judgment, that TRICON is not cooperating in such Tax Proceeding. If the Indemnitor does not respond to the indemnified party's request for consent within 30 days, the Indemnitor will be deemed to have consented to the settlement.
