Audits and Other Tax Proceedings. With regard to audits or other examinations, or judicial or administrative proceedings relating to Taxes (“Tax Proceedings”):
(a) Each of Lennar and SpinCo shall notify the other Party in writing of any communication with respect to any pending or threatened Tax Proceeding in connection with any Tax liability (or any issue related thereto) of Lennar or its subsidiaries, or SpinCo or its subsidiaries, respectively, for which the other Party may be responsible pursuant to this Agreement within ten (10) days of receipt. Each of Lennar and SpinCo shall include with such notification a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received by Lennar or its subsidiaries, or SpinCo or its subsidiaries, respectively. The failure of Lennar or SpinCo timely to forward such notification in accordance with the immediately preceding sentence shall not relieve SpinCo or Lennar, respectively, of any obligation to pay such Tax liability or indemnify Lennar and its subsidiaries, or SpinCo and the Transferred Entities, respectively under this Article IV, except to the extent that the failure timely to forward such notification actually prejudices the ability of SpinCo or Lennar to contest such Tax liability or increases the amount of such Tax liability.
(b) Lennar will control any Tax Proceedings relating to Consolidated Returns. If any Tax Proceeding would reasonably be expected to affect any Tax liability of SpinCo or any of its subsidiaries with respect to all or portions of any taxable periods ending after the Distribution Date, Lennar will keep SpinCo reasonably informed as to the status and resolution of the relevant aspects of such Tax Proceedings.
(c) With regard to Tax Proceedings not relating to Consolidated Returns, Xxxxxx will control any Tax Proceeding relating to SpinCo or any of its subsidiaries (including any of the Transferred Entities) for a taxable period that ends on or prior to the Distribution Date (a “Pre-Distribution Tax Proceeding”). SpinCo may, at its own cost, participate in a Pre-Distribution Tax Proceeding. In relation to any Pre-Distribution Tax Proceeding, Lennar shall (A) consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceed...
Audits and Other Tax Proceedings
