Common use of Control of Tax Audits Clause in Contracts

Control of Tax Audits. Seller shall have the right, at its own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date and relating to APC or the Distribution Division. With respect to the items described in the preceding sentence, Seller shall consult with Purchaser with respect to the resolution of any such issue that would adversely affect Purchaser, and with respect to Taxes other than income Taxes will not settle any such issue, or file any amended return relating to such issue, without the consent of Purchaser, which consent shall not be unreasonably withheld. Seller will not enter into any binding agreement with any Tax Authority with respect to Taxes (other than income Taxes) for Tax periods ending or beginning after the Closing Date. Purchaser shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date, provided, that Purchaser shall consult with Seller with respect to the resolution of any issue that would adversely affect Seller, and, with respect to Taxes, other than income Taxes, will not settle any such issue, or file any amended return relating to any such issue, without the consent of Seller, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld by the other party pursuant to this Section, such other party may continue or initiate any further proceedings at its own expense, provided that the liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return.

Control of Tax Audits. Seller (a) Subject to Section 12.5(c), the Prices shall have the right, at their own expense, to control any Tax Audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case to the extent relating to any Excluded Taxes or Taxes paid by the Price Group or a Price Entity on or prior to March 29, 2002 (except for Taxes set forth on Schedule 12.1(a)). (b) Subject to Section 12.5(d), Newco shall have the right, at its own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case, (A) to the extent relating to any and all Taxes for any taxable period ending of the Price Entities other than Excluded Taxes or Taxes paid by the Price Group or a Price Entity on or before prior to March 29, 2002 (except for Taxes set forth on Schedule 12.1(a))and (B) to the Closing Date and extent relating to APC Taxes of Newco or any of its Subsidiaries (other than the Distribution Division. With respect to the items described in the preceding sentence, Seller shall consult with Purchaser Price Entities) with respect to any taxable period. (c) From and after the resolution of any such issue that would adversely affect Purchaserdate hereof, and with respect to Taxes other than income Taxes will the Prices shall not settle or cause or permit any such issue, or file Price Entity to settle any amended return relating to such issue, without the consent of Purchaser, which consent shall not be unreasonably withheld. Seller will not enter into any binding agreement with any Tax Authority with respect to Taxes (other than income Taxes) for Tax periods ending or beginning after the Closing Date. Purchaser shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating or consent to any Taxes for extension or waiver of the limitations period applicable to any taxable period beginning before Tax claim or assessment, if such settlement or other action would reasonably be expected to adversely affect the Closing Date Tax liability of Newco or any of its Subsidiaries without the prior written consent of NGP (or, following the Closing, Newco), which consent shall not be unreasonably withheld. (d) From and ending after the date hereof, neither Newco, NGP nor any of their Subsidiaries shall settle any Tax Audit and, from and after the Closing Date, providedneither Newco, that Purchaser NGP nor any of their Subsidiaries shall consult with Seller with respect settle any Tax Audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment or consent to any extension or waiver of the resolution of limitations period applicable to any issue that Tax claim or assessment, if such settlement or other action would reasonably be expected to adversely affect Sellerany Excluded Taxes or any Tax liability of the Prices, and, with respect to Taxes, other than income Taxes, will not settle any such issue, the AGC Contributors or file any amended return relating to any such issue, the Transferred Entity Contributors without the prior written consent of Sellerthe Prices, which consent shall not be unreasonably be withheld. Where consent . (e) The parties shall cooperate with one another in a manner comparable to a settlement is withheld by that described for such Party in Section 12.7(b) to effect the other party pursuant to purposes of this Section, such other party may continue or initiate any further proceedings at its own expense, provided that the liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended returnSection 12.5.

Control of Tax Audits. Seller (a) Subject to Section 10.5(c), the Prices shall have the right, at their own expense, to control any Tax Audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case to the extent relating to any Excluded Taxes or Taxes paid by the Price Group (except for Taxes set forth on Schedule 10.1(a)). (b) Subject to Section 10.5(d), the Acquiror shall have the right, at its own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case, (A) to the extent relating to any Taxes of the Price Entities other than Excluded Taxes or Taxes paid by the Price Group (except for Taxes set forth on Schedule 10.1(a)) and all Taxes for any taxable period ending on or before (B) to the Closing Date and extent relating to APC Taxes of the Acquiror or any of its Subsidiaries (other than the Distribution Division. With respect to the items described in the preceding sentence, Seller shall consult with Purchaser Price Entities) with respect to any taxable period. (c) From and after the resolution of any such issue that would adversely affect Purchaserdate hereof, and with respect to Taxes other than income Taxes will the Prices shall not settle or cause or permit any such issue, or file any amended return relating Price Entity to such issue, without the consent of Purchaser, which consent shall not be unreasonably withheld. Seller will not enter into any binding agreement with settle any Tax Authority with respect to Taxes (other than income Taxes) for Tax periods ending or beginning after the Closing Date. Purchaser shall have the right, at its own expense, to control any other Tax Audit, Audit initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, (i) if such settlement or other action would reasonably be expected based on available Returns of the Price Entities to adversely affect the Tax liability of the Acquiror or any of its Subsidiaries without the prior written consent of the Acquiror, which consent shall not be unreasonably withheld and (ii) in case of the settlement of any Tax Audit, without providing evidence reasonably satisfactory to the Acquiror of the payment (or provision for payment) of any Taxes for arising from such settlement. (d) From and after the date hereof, neither the Acquiror nor any taxable period beginning before the Closing Date of its Subsidiaries shall settle any Tax Audit and, from and ending after the Closing Date, providedneither the Acquiror nor any of its Subsidiaries shall settle any Tax Audit, that Purchaser shall consult with Seller with respect initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment or consent to any extension or waiver of the resolution limitations period applicable to any Tax claim or assessment, if such settlement or other action would reasonably be expected based on available Returns of any issue that would the Price Entities to adversely affect Sellerany Excluded Taxes or any Tax liability of the Prices, and, with respect to Taxes, other than income Taxes, will not settle any such issue, the AGC Sellers or file any amended return relating to any such issue, the Transferred Entity Sellers without the prior written consent of Sellerthe Prices, which consent shall not be unreasonably be withheld. Where consent . (e) The parties shall cooperate with one another in a manner comparable to a settlement is withheld by that described for such Party in Section 10.7 to effect the other party pursuant to purposes of this Section, such other party may continue or initiate any further proceedings at its own expense, provided that the liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended returnSection 10.5.

Control of Tax Audits. Seller shall have the right, at its own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date and relating to APC or the Distribution DivisionCompany. With respect to the items described in the preceding sentence, Seller shall consult with Purchaser with respect to the resolution of any such issue that would adversely affect Purchaser, and with respect to Taxes other than income Taxes will not settle any such issue, or file any amended return relating to such issue, without the consent of Purchaser, which consent shall not be unreasonably withheld. Seller will not enter into any binding agreement with any Tax Authority taxing authority with respect to Taxes (other than income Taxes) for Tax periods ending or beginning after the Closing Date. Purchaser shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date, provided, that Purchaser shall consult with Seller with respect to the resolution of any issue that would adversely affect Seller, and, with respect to Taxes, other than income Taxes, will not settle any such issue, or file any amended return relating to any such issue, without the consent of Seller, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld by the other party Party pursuant to this Section, such other party Party may continue or initiate any further proceedings at its own expense, provided that the liability of the first partyParty, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return.

Control of Tax Audits. Seller (a) Subject to Section 12.5(c), the Prices shall have the right, at their own expense, to control any Tax Audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case to the extent relating to any Excluded Taxes or Taxes paid by the Price Group or a Price Entity on or prior to the date hereof (except for Taxes set forth on Schedule 12.1(a)). (b) Subject to Section 12.5(d), Newco shall have the right, at its own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment or consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, in each case, (A) to the extent relating to any and all Taxes for any taxable period ending of the Price Entities other than Excluded Taxes or Taxes paid by the Price Group or a Price Entity on or before prior to the Closing Date date hereof (except for Taxes set forth on Schedule 12.1(a)) and (B) to the extent relating to APC Taxes of Newco or any of its Subsidiaries (other than the Distribution Division. With respect to the items described in the preceding sentence, Seller shall consult with Purchaser Price Entities) with respect to any taxable period. (c) From and after the resolution of any such issue that would adversely affect Purchaserdate hereof, and with respect to Taxes other than income Taxes will the Prices shall not settle or cause or permit any such issue, or file any amended return relating Price Entity to such issue, without the consent of Purchaser, which consent shall not be unreasonably withheld. Seller will not enter into any binding agreement with settle any Tax Authority with respect to Taxes (other than income Taxes) for Tax periods ending or beginning after the Closing Date. Purchaser shall have the right, at its own expense, to control any other Tax Audit, Audit initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating or consent to any Taxes for extension or waiver of the limitations period applicable to any taxable period beginning before Tax claim or assessment, if such settlement or other action would reasonably be expected to adversely affect the Closing Date Tax liability of Newco or any of its Subsidiaries without the prior written consent of NGP (or, following the Closing, Newco), which consent shall not be unreasonably withheld. (d) From and ending after the date hereof, neither Newco, NGP nor any of their Subsidiaries shall settle any Tax Audit and, from and after the Closing Date, providedneither Newco, that Purchaser NGP nor any of their Subsidiaries shall consult with Seller with respect settle any Tax Audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment or consent to any extension or waiver of the resolution of limitations period applicable to any issue that Tax claim or assessment, if such settlement or other action would reasonably be expected to adversely affect Sellerany Excluded Taxes or any Tax liability of the Prices, and, with respect to Taxes, other than income Taxes, will not settle any such issue, the AGC Contributors or file any amended return relating to any such issue, the Transferred Entity Contributors without the prior written consent of Sellerthe Prices, which consent shall not be unreasonably be withheld. Where consent . (e) The parties shall cooperate with one another in a manner comparable to a settlement is withheld by that described for such Party in Section 12.7(b) to effect the other party pursuant to purposes of this Section, such other party may continue or initiate any further proceedings at its own expense, provided that the liability of the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended returnSection 12.5.