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.
(b) Notwithstanding anything in this Agreement to the contrary, Distributing 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 Distributing Group. Except as provided in Section 13(c), Distributing 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. Distributing shall act in good faith in the performance of this Section 13(b). Controlled may, at its own expense, participate in any such Tax Proceeding.
(i) Upon request, during the course of any Tax Proceeding relating to a Tax liability or damage described in Section 10(a), Controlled shall from time to time furnish Distributing with evidence reasonably satisfactory to Distributing of Controlled’s ability to pay the amount for which it could reasonably be expected to be responsible pursuant to Section 10(a). If at any time during such Tax Proceeding Distributing determines that Controlled could not pay such amount, then Controlled shall be required to furnish a guarantee or performance bond satisfactory to Distributing in an amount equal to the amount for which Controlled could reasonably be expected to be responsible pursuant to Section 10(a).
(ii) Notwithstanding anything to the contrary in this Agreement, in the event a Tax Proceeding involves an issue that is common to both the Distributing Group and the Controlled Group, Distributing shall use its best efforts to settle such issues on behalf of the Distributing Group and the Controlled Group on a consistent basis.
(iii) Notwithstanding anything to the contrary in this Agreement, with respect to any Tax Proceeding involving issues relating solely to a Tax liability of one or more members of the Controlled Group (taking into account the parties’ obligations under Section 10), Controlled shall have control over such Tax Proceeding.
(d) The indemnified party agrees to give notice to...
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.
(b) No settlement of any Tax Proceeding relating to any matter which would cause a payment obligation under Sections 6(a) or 6(b) shall be accepted or entered into by or on behalf of the party entitled to receive a payment under either Section 6(a) or Section 6(b), whichever is applicable, unless the party ultimately responsible for such payment under either Section 6(a) or Section 6(b), whichever is applicable (the "Indemnitor"), consents thereto in writing (which consent shall not be unreasonably withheld). If such consent is unreasonably withheld, all expenses relating to the contest of such matter shall be borne by the Indemnitor, and otherwise they shall be borne
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.
(b) With respect to Returns relating to Other Taxes attributable to any member of the Deltic Group, except as otherwise provided in the Distribution Agreement, Deltic shall have full control over all matters relating to any state audit, dispute or proceeding (whether administrative or judicial) in connection therewith. Deltic 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 The Limited Consolidated Group. 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.
(b) Too, Inc. and the members of the Too, Inc. Group shall have full control over all matters relating to any Tax Proceeding with respect to Returns of the Too, Inc. Group relating to a Post-Distribution Tax Period that does not include a Pre-Distribution Tax Period. Too, Inc. and the members of the Too, Inc. Group 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. Payments.
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, ITC Holding shall have full control over all matters relating to any tax return or any Tax Proceeding relating to any tax matters of ITC Holding Consolidated Group. Except as provided in Section 2(c)(ii), ITC Holding 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) KNOLOGY and the members of The KNOLOGY GROUP shall have full control over all matters relating to any Tax Proceeding with respect to Returns of The KNOLOGY GROUP relating to a Post-Distribution Tax Period that does not include a Pre-Distribution Tax Period. KNOLOGY and the members of The KNOLOGY GROUP 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) ESI shall have full control over all matters relating to any Federal Tax Return filed by the ESI Consolidated Group or any Federal Tax audit, dispute or proceeding (whether administrative or judicial) relating to any Tax matters of the ESI Consolidated Group. ESI 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) With respect to Returns relating to Other Taxes attributable to any member of the ADA-ES Group, except as otherwise provided in the Distribution Agreement, ADA-ES shall have full control over all matters relating to any state audit, dispute or proceeding (whether administrative or judicial) in connection therewith. ADA-ES 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. Notwithstanding anything in this Agreement to the contrary, ADL shall have full control over all matters relating to any tax return or any Tax Proceeding relating to any tax matters of the ADL Consolidated Group. ADL 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. Notwithstanding anything in this Agreement to the contrary, Parent shall have full control over any Tax Proceeding relating to Pre-Closing Taxes, and 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 this sentence, provided, however, that Parent shall neither consent nor agree to the settlement of any such Tax Proceeding if such settlement may affect the tax liability of Subsidiary, unless Parent has secured the written consent of Subsidiary to such settlement (which consent shall not be unreasonably withheld).
Audits and Contest. (a) Notwithstanding anything in this Agreement to the contrary, Tyco shall have full control over all matters relating to any Income Tax return or any Income Tax Proceeding relating to (i) any Income Tax matters of the Tyco Group, and (ii) any Income Tax matters of the TyCom Group relating to a Pre-Offering Tax Period. Tyco 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) No settlement of any Income Tax Proceeding relating to any matter that would cause a payment obligation under Section 2(a) shall be accepted or entered into by or on behalf of TyCom or any member of the TyCom Group unless Tyco consents thereto in writing (which consent shall not be unreasonably withheld).
(c) TyCom agrees to give prompt notice to Tyco of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder.
