Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 8 contracts
Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement (Markwest Energy Partners L P), Purchase and Sale Agreement (Markwest Hydrocarbon Inc)
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 5 contracts
Samples: Acquisition or Disposition of Assets, Acquisition Agreement, Purchase and Sale Agreement (Enterprise Products Partners L P)
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller Sellers and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Genesis Energy Lp), Contribution and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement (El Paso Energy Partners Lp)
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Natural Resource Partners Lp), Purchase and Sale Agreement (Alpha Natural Resources, Inc.), Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by Seller, on the Seller one hand, and Buyer, on the Buyer other hand, in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling non-controlling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Foresight Energy LP), Purchase and Sale Agreement (Natural Resource Partners Lp)
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Songzai International Holding Group Inc), Purchase and Sale Agreement (Natural Resource Partners Lp)
Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement (Genesis Energy Lp)
Control of Proceedings. The Party responsible for the a Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement
Control of Proceedings. The Party responsible for the Tax (or refunds) under this Agreement shall control audits and disputes related to such Taxes (or refunds), including action taken to pay, compromise or settle such Taxes). The Seller Sellers and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes (or refunds) as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings Proceedings at its own expense.
Appears in 2 contracts
Samples: Confidentiality Agreement (Alpha NR Holding Inc), Confidentiality Agreement (Alpha NR Holding Inc)
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller Sellers and the Buyer Investor shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer Investor in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Samples: Contribution and Sale Agreement (Genesis Energy Lp)
Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to the Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, pay compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except , except as otherwise provided by this Agreement, the noncontrolling Party no controlling party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Samples: Purchase and Sale Agreement (China Ivy School, Inc.)
Control of Proceedings. The Party responsible for preparing and filing the Tax return under this Agreement shall control audits and disputes related relating to such Taxes (Tax returns, including action actions taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periodsdisputes. Reasonable out-of-pocket expenses with respect to any such contests contest shall be borne by the Seller and the Buyer Apollo Production in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling non-controlling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Samples: Stock Purchase Agreement (Apollo Resources International Inc)
Control of Proceedings. The Party party responsible for the Tax (or refunds) under this Agreement shall control audits and disputes related to such Taxes (or refunds), including action taken to pay, compromise or settle such Taxes). The Seller Shareholders and the Buyer Alpha shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Shareholders and the Buyer Alpha in proportion to their responsibility for such Taxes (or refunds) as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings Proceedings at its own expense.
Appears in 1 contract
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller AMCI Parties and the Buyer Company shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller AMCI Parties and the Buyer Company in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Samples: Contribution Agreement (Alpha Natural Resources, Inc.)
Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller Contributor and the Buyer Issuer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller Contributor and the Buyer Issuer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.
Appears in 1 contract
Samples: Contribution Agreement (El Paso Energy Partners Lp)