Common use of Combined and Mixed Items Clause in Contracts

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 such Tax Audit relates to Taxes for which both Seller Parents and Resources Buyer are liable hereunderunder this Agreement, to the extent practicable such Tax Items (as defined in Section 10.12 6.6(n) 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 Applicable 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) Parents, at their expense, shall control the defense and settlement 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 such Tax Audit relates to Taxes for which both Seller RCC and Resources NCI 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 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 such Tax Audit relates to Taxes for which both Seller the Sellers and Resources Buyers are liable hereunder, to the extent practicable such Tax Items (as defined in Section 10.12 6.4.12 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 such Tax Audit relates to Taxes for which both Seller the Sellers and Resources Buyer are liable hereunder, to the extent practicable such Tax Items (as defined in Section 10.12 6.4.12 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 such Tax Audit relates to Taxes for which both Seller APD and Resources Buyer are liable hereunder, to the extent practicable possible 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 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 and provided further Return; provided, further, that no such matter shall be settled party will not settle or otherwise compromise any other Tax Audit without the other party’s written consent, such consent of both parties, not to be unreasonably withheld, conditioned or delayed.