Common use of Claims; Tax Proceedings Clause in Contracts

Claims; Tax Proceedings. If any Governmental Authority issues to any Contributed Entity, the Property Owner or any of their Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the payment that relates to Taxes or Tax Returns of any Contributed Entity, the Property Owner or any of their Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which Contributor is obligated to pay or indemnify the Partnership (collectively, a “Tax Claim”), Partnership shall notify the Contributor’s Representative within ten (10) Business Days. The Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which the Contributor would be responsible for all or a portion of such Tax Claim, the Contributor’s Representative may, at the Contributor’s sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of the Contributor’s Representative.

Claims; Tax Proceedings. If any Governmental Authority issues to any the Contributed Entity, the Property Owner Entity or any of their its Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the payment that relates to Taxes or Tax Returns of any the Contributed Entity, the Property Owner Entity or any of their its Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which Contributor is the EL Entities are obligated to pay or indemnify the Partnership LATA Parties (collectively, a “Tax Claim”), Partnership the LATA Parties shall notify the Contributor’s Representative EL Entities within ten (10) Business Days. The LATA Parties and the applicable Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which the Contributor EL Entities would be responsible for all or a portion of such Tax Claim, the Contributor’s Representative EL Entities may, at the Contributor’s their sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of the Contributor’s RepresentativeEL Entities, which shall not be unreasonably withheld or delayed.

Claims; Tax Proceedings. If any Governmental Authority issues to any the Contributed Entity, the Property Owner Entity or any of their its Subsidiaries a written notice of its intent to conduct an audit or other Proceeding with respect to Taxes, a written notice of deficiency, a written notice of an assessment, a written notice of a proposed adjustment, a written assertion of claim for the payment that relates to Taxes or Tax Returns of any the Contributed Entity, the Property Owner Entity or any of their its Subsidiaries for a Pre-Closing Tax Period or for a Straddle Period and for which Contributor ELRM is obligated to pay or indemnify the Partnership ATA Parties (collectively, a “Tax Claim”), Partnership the ATA Parties shall notify the Contributor’s Representative ELRM within ten (10) Business Days. The Contributed Entity shall control any Proceeding with respect to a Tax Claim (a “Tax Contest”); provided, however, that with respect to (a) any Tax Claim related to Taxes for a Pre-Closing Tax Period, (b) any Tax Claim related to Taxes for a Straddle Period or (c) with respect to any Tax Claim for which the Contributor ELRM would be responsible for all or a portion of such Tax Claim, the Contributor’s Representative ELRM may, at the Contributor’s ELRM’s’ sole cost and expense, participate in such Tax Consent, and any settlement or other disposition of any such Tax Contest may only be made with the consent of the Contributor’s RepresentativeELRM.