Control of Contests. SpinCo shall have the sole responsibility and control (at its own cost and expense) over the handling of any Tax Contest, including the exclusive right to communicate with agents of the Taxing Authority, primarily involving any Tax for which SpinCo may be liable under this Agreement; provided, that SpinCo shall not agree to or consent to any adjustment that would result in a Tax payable by Linn pursuant to this Agreement or a material impact on any future Tax position with respect to Linn without Linn’s express consent. Linn shall have the sole responsibility and control (at its own cost and expense) over the handling of any Tax Contest, including the exclusive right to communicate with agents of the Taxing Authority, primarily involving any Tax for which Linn may be liable under this Agreement; provided, that Linn shall not agree to or consent to any adjustment that would result in a Tax payable by SpinCo under this Agreement or a material impact on any future Tax position with respect to SpinCo without SpinCo’s express consent.
Control of Contests. ONEOK shall control the defense and settlement of any Tax Controversy involving any asserted liability for Taxes imposed with respect to the Entities relating to Tax Periods that end on or before the Closing Date for which ONEOK is responsible pursuant to this Section 10. Northern Border shall control the defense and settlement of any Tax Controversy involving any asserted liability for Taxes imposed with respect to the Entities relating to Tax Periods that end after the Closing Date.
Control of Contests. Tribune shall have sole control of any Tax Contest related to (a) any Tribune Return or (b) the Tax-Free Status of the Transactions, including the exclusive right to communicate with agents of the Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Contest, provided, however, that in the case of any such Tax Contest that may affect Taxes for which Tribune Publishing has responsibility hereunder, Tribune Publishing may participate fully in the Tax Contest at its own expense. Tribune Publishing shall have sole control of any Tax Contest related to any Tribune Publishing Return, including the exclusive right to communicate with agents of the Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Contest, provided, however, that in the case of any such Tax Contest that may affect Taxes for which Tribune has responsibility hereunder, Tribune may participate fully in the Tax Contest at its own expense. In the case of any such Tax Contest relating to Taxes for which the potential liability of the Indemnifying Party under this Agreement equals or exceeds $1,000,000, (A) the Indemnified Party shall not settle or concede any such Tax Contest without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned and (B) absent a settlement of such Tax Contest pursuant to subclause (A) above, the Indemnified Party shall be required to pursue, at the Indemnifying Party’s expense, such Tax Contest through one level of appellate judicial review (it being understood that the Indemnified Party shall have no obligation to pursue such Tax Contest beyond one level of appellate judicial review).
Control of Contests. (i) In the case of a Contest arising after the Closing Date but during the Escrow Period that relates solely to Taxes for which the Parent Indemnified Parties are indemnified under Section 8.2(a), Parent shall notify the Securityholders’ Representative thereof, who shall be entitled to control the conduct of such Contest, but the Parent Indemnified Parties shall have the right to participate in such Contest at their own expense, and the Securityholders’ Representative shall not be able to settle, compromise and/or concede any portion of such Contest that is reasonably likely to affect the Tax liability of any of the Surviving Corporation and its Subsidiaries for any taxable year (or portion thereof) beginning after the Closing Date without the reasonable consent of the Parent, which consent shall not be unreasonably withheld or delayed; provided, that, if the Securityholders’ Representative fails to assume control of the conduct of any such Contest within a reasonable period of time following the receipt by the Securityholders’ Representative of notice of such Contest, or if at the time the Escrow Fund is not sufficient to cover the full amount of the Damages relating to such Contest (assuming the full amount thereof becomes payable to the Parent Indemnified Parties), then the Parent Indemnified Parties shall have the right to assume control of such Contest and shall be able to settle, compromise and/or concede such Contest in their sole discretion.
(ii) In the case of a Contest arising after the Closing Date but during the Escrow Period that relates both to Taxes for which the Parent Indemnified Parties are indemnified under Section 8.2(a) and Taxes for which the Parent Indemnified Parties are not indemnified under Section 8.2(a), Parent shall notify the Securityholders’ Representative thereof, and the Parent Indemnified Parties shall be entitled to control the conduct of such Contest, but the Securityholders’ Representative shall have the right to participate in such Contest at its own expense, and the Parent Indemnified Parties shall not settle, compromise and/or concede such Contest without the consent of the Securityholders’ Representative, which consent shall not be unreasonably withheld or delayed; provided, that if at the time the Indemnity Escrow Fund is not sufficient to cover the full amount of the Damages relating to such Contest that may be payable to the Parent Indemnified Parties under this Article VIII (assuming the full amount of such Dama...
Control of Contests. To the extent a Tax Audit relates to any taxable period ending on or prior to the Closing Date, Seller shall at its expense control the defense and settlement of such Tax Audit. To the extent a Tax Audit relates to any taxable period beginning after the Closing Date, Purchaser shall at its expense control the defense and settlement of such Tax Audit. To the extent a Tax Audit relates to any Straddle Period Seller shall at its expense control the defense and settlement of such Tax Audit. Notwithstanding the foregoing, neither party shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Flavors or any of its subsidiaries with respect to any taxable period ending after the Closing Date (including any Straddle Period) or the liability for Taxes of Seller, Flavors or any of its subsidiaries with respect to periods ending on or before the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the other party. Such consent shall not be unreasonably withheld and shall not be necessary to the extent that the appropriate party has indemnified the other party in form and substance reasonably acceptable to the indemnitee. If a firm offer is made by a taxing authority to settle a claim or litigation and the party which desires to accept the offer ("Settling Party") notifies the other party ("Affected Party") in writing that it desires to accept and agree to such settlement, but the Affected Party elects not to accept or agree to such settlement, the Affected Party may continue to contest or defend such claim or litigation and, in such event, the total maximum liability of the Settling Party with respect to such claim or litigation shall be limited to and shall not exceed the amount of the Settling Party's share of such settlement offer, plus the Settling Party's reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) to the date of notice that the Settling Party desires to accept such settlement; and
Control of Contests. The Sellers Representative shall control the defense and settlement of any Tax Controversy involving any asserted liability for Taxes imposed with respect to the Company relating to Tax Periods that end on or before the Closing Date. The Buyer shall control the defense and settlement of any other Tax Controversy involving any asserted liability for Taxes imposed with respect to the Company, including with respect to Taxes for Straddle Periods and any Taxes for Tax Periods that end after the Closing Date.
Control of Contests. The Seller shall control all audits or determinations by any taxing authority of any Seller Subsidiary for any Pre Closing Period or any Straddle Period and the Buyer shall have the right, at its own expense, to participate in any audit or determination by any taxing authority for any Pre Closing Period or Straddle Period; PROVIDED, HOWEVER, that the Seller shall not have the right to agree to any assessment, deficiency, settlement, or other adjustment or proposed adjustment of Taxes that would affect any Seller Subsidiary with respect to any taxable period (including each Straddle Period), without the Buyer's prior written consent.
Control of Contests. Buyer shall have the sole right to control and make all decisions regarding the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes incurred for periods subsequent to the Closing Date, including selection of counsel and selection of a forum for such contest, Seller shall have the sole right to control and make all decisions regarding the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes incurred for periods prior to the Closing Date, including selection of counsel and selection of a forum for such contest. In the event of a tax audit of fiscal year 2012:, (i) Buyer, the Company and Seller shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Seller shall have the right (but not the obligation) to participate in such audit or proceeding at Seller’s expense, (iii) Buyer shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes without the written consent of Seller, which consent shall not unreasonably be withheld, and (iv) Buyer may, without the written consent of Seller, enter into such an agreement provided that Buyer shall have agreed in writing to accept responsibility and liability for the payment of such Taxes and to forego any indemnification under this Stock Purchase Agreement with respect to such Taxes.
Control of Contests. (i) If a notice of deficiency, proposed adjustment, adjustment, assessment, audit, examination, suit, dispute or other claim (a "Tax Claim") shall be delivered, sent, commenced, or initiated to or against Company or Purchasers or any of their affiliates by any taxing authority (whether foreign or domestic) with respect to Taxes for which Company or Purchasers or their affiliates are entitled to indemnification under this Section 6.6, Purchasers shall promptly notify Redemption Shareholders' Agents in writing of the Tax Claim. If a Tax Claim shall be delivered, sent, commenced or initiated to or against any of the Redemption Shareholders by any taxing authority (whether foreign or domestic) with respect to Taxes for which one party to this Agreement is entitled to indemnification under this Section 6.6, such Redemption Shareholders shall promptly notify Purchasers in writing of such Tax Claim.
(ii) If Redemption Shareholders' Agents notify Purchasers in writing within 20 days of receiving notice of a Tax Claim involving solely Pre-Closing Taxes (the "Control Notice"), Redemption Shareholders' Agents shall be entitled to control, at their sole cost and expense, the defense of any such Tax Claim, provided, however, that (1) Redemption Shareholders' Agents shall keep Purchasers informed about, and shall allow them to participate in (but not control), at their sole expense, the defense of any such
Control of Contests. 5.4.1 ESS shall notify Vialta of the commencement of any audits of any ESS/Vialta Unfiled Returns or ESS/Vialta Filed Returns.
5.4.2 If, with respect to any taxable period and any type of tax liability, ESS or an affiliate of ESS receives from a taxing authority any request for information, letters, forms or schedules ("AUDIT CORRESPONDENCE") that could reasonably relate to issues that, if resolved unfavorably to the taxpayer, would give rise to an indemnifiable tax liability, ESS shall timely provide Vialta with a copy of the Audit Correspondence and shall consult with Vialta regarding the response to the Audit Correspondence.
5.4.3 If any audit results in a material claimed tax deficiency that would be subject to indemnity by Vialta, in whole or in part, Vialta shall have the right to control the contest of that portion, and only that portion, of the claimed deficiency that would be subject to indemnity, including the right to decide whether to settle that portion of the controversy; provided that (i) Vialta shall furnish ESS with evidence reasonably satisfactory to ESS of its ability to pay the full amount of the indemnified liability and (ii) Vialta shall acknowledge in writing that the asserted liability is
