Combined and Mixed Items. If such Tax Audit relates to Taxes for which both Seller and Resources are liable hereunder, to the extent practicable such Tax Items (as defined in Section 10.12 of this Agreement) will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable. If such Tax Audit relates to a taxable period, or portion thereof, beginning before and ending after the Option Closing Date and any Tax Item cannot be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld.
Combined and Mixed Items. If a Tax Audit relates to Taxes for which both DuPont and Buyer are liable, to the extent possible the issues in such Tax Audit will be distinguished and each party will control the defense and settlement of those issues for which it is so liable; provided, however, that if such Tax Audit relates to any Straddle Period or any Taxes for which both DuPont and Buyer are liable and any issues in such Tax Audit cannot be identified as being a liability of only one party or cannot be separated from an issue in such Tax Audit for which the other party is liable, the party which has the greater potential liability for Taxes in such Tax Audit shall control the defense and settlement of the Tax Audit, provided that, the other shall be entitled to participate in such Tax Audit and the controlling party shall not settle, compromise or abandon such Tax Audit without obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.
Combined and Mixed Items. If such Tax Audit relates to Taxes for which both Seller and Buyer are liable under this Agreement, to the extent practicable such Tax Items (as defined in Section 4.6(a) of this Agreement) will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable. If such Tax Audit relates to a taxable period, or portion thereof, beginning before and ending after the Closing Date and any Tax Item cannot be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Return.
Combined and Mixed Items. If such Tax ------------------------ Audit relates to Taxes for which both DuPont and Buyer are liable hereunder, to the extent possible such Tax Items will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable. If such Tax Audit relates to any Straddle Period and any Tax Item cannot be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Audit, provided -------- that, such party defends the items as reported on the relevant Tax Return.
Combined and Mixed Items. If such Tax Audit relates to Taxes for which both DuPont and Buyer are liable hereunder, to the extent possible such Tax Items will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable.
Combined and Mixed Items. If such Tax Audit relates to Taxes for which both the Seller and Purchaser are liable hereunder, to the extent possible such Taxes will be distinguished and the portions of Tax Audit relating thereto separated and each party will control the defense and settlement of the portion of the Tax Audit relating to the Taxes for which it is so liable. If any Tax items or the portions of the Tax Audit relating thereto cannot be so distinguished or separated, the party which has the greater potential liability for those Tax items shall control the defense and settlement of the portions of the Tax Audit relating thereto, provided that such party defends the items as reported on the relevant Tax Return. In defending the item as reported on the relevant Tax Return, the party may negotiate any settlement that is reasonable provided that it does not increase the liability of the other party in an amount that is greater than such other party's pro rata share of those items and does not trade any item for which the other party has a greater liability for any item for which it has a lesser liability, unless it obtains the other's party consent thereto.
Combined and Mixed Items. If such Tax Audit relates to Taxes for any Straddle Period, to the extent practicable Tax Items relating to the pre-Closing portion of the Straddle Period or the post-Closing portion of the Straddle Period will be distinguished and each party will control the defense and settlement of those Taxes for which it is liable. If such Tax Audit relates to Taxes for any Straddle Period, and any Tax Item can not be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential liability for those Tax Items that cannot be so attributed or separated (or both) shall control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Re turn.
Combined and Mixed Items. If a Tax Audit relates to Taxes for which both SEE and Buyer are liable hereunder, to the extent possible such Tax Items will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable. If such Tax Audit relates to any Straddle Period and any Tax Item cannot be identified as being a liability of only one party or cannot be separated from a Tax Item for which the other party is liable, SEE shall control the defense and settlement of such Tax Audit.
Combined and Mixed Items. If such Tax Audit relates to Taxes for which both the Sellers and the Buyer are liable under this Agreement, to the extent practicable such Tax Items (as defined in Section 4.7(j)) will be distinguished and each party will control the defense and settlement of those Taxes for which it is so liable.
Combined and Mixed Items. If such Tax Audit relates to Taxes for which both (i) Parent, International or the Selling Entities and (ii) Purchaser are liable hereunder, then to the extent possible such Taxes shall be distinguished and the portions of the Tax Audit relating thereto separated and each party shall control the defense and settlement of the portion of the Tax Audit relating to the Taxes for which it is so liable. If any Tax items or the portions of the Tax Audit relating thereto cannot be so distinguished or separated, the party which has the greater potential liability for those Tax items shall control the defense and settlement of the portions of the Tax Audit relating thereto, provided that (A) such party defends the items as reported on the relevant Tax Return, (B) such party does not make, accept or enter into a settlement or other compromise with respect to any Taxes for which the other party may be liable or forego or terminate any proceedings related or connected to the Tax Audit without the prior written consent of the other party, which shall not be unreasonably withheld or delayed and (C) any counsel or other advisors retained by such party in connection with the Tax Audit and related proceedings are reasonably satisfactory to the other party. EXECUTION COPY
