Common use of Certain Transferred Entity Tax Returns Clause in Contracts

Certain Transferred Entity Tax Returns. GPC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return of a Transferred Entity for which the amount in controversy with respect to GPC Taxes forms the greater part of the total amount in controversy, provided that to the extent that such Tax Proceeding relates to SpinCo Taxes or would reasonably be expected to materially adversely affect the Tax position of SpinCo or any RMT Parent Group Entity for any Post-Distribution Period, GPC shall (A) keep SpinCo informed in a timely manner of the actions proposed to be taken by GPC with respect to such Tax Proceeding, (B) permit SpinCo to participate in the aspects of such Tax Proceeding that relate to SpinCo Taxes and (C) not settle any aspect of such Tax Proceeding that relates to SpinCo Taxes without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of SpinCo and obligations of GPC set forth above shall not apply if and to the extent that GPC elects in writing to forgo its right to indemnification and agrees to indemnify RMT Parent and SpinCo in respect of any SpinCo Taxes that are the subject of such Tax Proceeding.

Certain Transferred Entity Tax Returns. GPC Except as otherwise provided in Section 5.02(a) or (b), IP shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return of a Transferred Entity for which the amount in controversy with respect to GPC Taxes forms the greater part of the total amount in controversy(other than a Mexican Transferred Entity or Dutch Transferred Entity) that includes any Pre-Distribution Date Period, provided that to the extent that such Tax Proceeding relates to SpinCo Spinco Taxes or would reasonably be expected to materially adversely affect the Tax position of SpinCo Spinco or any RMT Parent Group Spinco Entity for any Post-Distribution Period, GPC IP shall (A) keep SpinCo Spinco informed in a timely manner of the actions proposed to be taken by GPC IP with respect to such Tax Proceeding, (B) permit SpinCo Spinco to participate in the aspects of such Tax Proceeding that relate to SpinCo Spinco Taxes and (C) not settle any aspect of such Tax Proceeding that relates to SpinCo Spinco Taxes without the prior written consent of SpinCoSpinco, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of SpinCo Spinco and obligations of GPC IP set forth above shall not apply if and to the extent that GPC IP elects in writing to forgo its right to indemnification and agrees to indemnify RMT Parent and SpinCo in respect of any SpinCo the Spinco Taxes that are the subject of such Tax Proceeding.