Control of Tax Contests Sample Clauses

Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII o...

Control of Tax Contests. FTAI shall have the sole responsibility and control over the handling of any Tax Contest, including the exclusive right to communicate with agents of the Taxing Authority, involving (A) any Pre-Closing Period Tax Return of FTAI Infrastructure or any member of the FTAI Infrastructure Group or otherwise relating to the FTAI Infrastructure Assets or FTAI Infrastructure Liabilities for a Pre-Closing Period or (B) any Straddle Period Tax Return of FTAI Infrastructure or any member of the FTAI Infrastructure Group or otherwise relating to the FTAI Infrastructure Assets or FTAI Infrastructure Liabilities for a Straddle Period, in each case if the liability for the accompanying Tax Contest would be imposed on FTAI, its Subsidiaries, or its Shareholders. Upon FTAI Infrastructure’s request, FTAI Infrastructure shall be allowed to participate in, but not to control, at FTAI Infrastructure’s expense, the handling of any such Tax Contest with respect to any item that may affect FTAI Infrastructure’s (or its Subsidiaries or its Shareholders’) liability for Taxes pursuant to this Agreement, and upon FTAI’s request, FTAI shall be allowed to participate in, but not to control, at FTAI’s expense, the handling of any other Tax Contest with respect to any item that may affect FTAI’s (or its Subsidiaries or its Shareholders’) liability for Taxes pursuant to this Agreement. Neither FTAI nor FTAI Infrastructure shall settle or concede any Tax Contest with respect to any item in excess of $50,000 for which the other party or an affiliate of the other party is liable without the prior written consent of such party, which consent shall not be unreasonably withheld, delayed, or conditioned.

Control of Tax Contests. (a) Parent may elect to control, and to have sole discretion in handling, settling or contesting, any Tax Contest relating to (i) all Tax Returns for which Parent is responsible for preparing and filing under Section 3.01, (ii) all Transfer Taxes, (iii) all Transaction Taxes assessed against Parent by the applicable Taxing Authority and (iv) the tax treatment of the Proposed Transactions (except as provided in Section 5.02(b)(iii)) and the Non-U.S. Transfer; provided, however, that (x) Parent shall act in good faith in connection with its control of any such Tax Contests for which RMT Partner and Splitco may be required to indemnify Parent pursuant to this Agreement and keep RMT Partner and Splitco informed in a timely manner of all actions taken or proposed to be taken and timely provide RMT Partner and Splitco with copies of all correspondence and filings in connection therewith, (y) RMT Partner and Splitco shall have the right, at their own expense, to participate in (including the opportunity to review and provide reasonable comments on Parent’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld) and advise on (including with respect to strategy for any settlement decisions) any such Tax Contests for which RMT Partner or Splitco may be required to indemnify Parent pursuant to this Agreement and (z) with respect to any such Tax Contest for which RMT Partner or Splitco would be required to indemnify Parent pursuant to this Agreement, Parent shall not settle or concede such Tax Contest without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld;

Control of Tax Contests. Each Company shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement, except that (x) Holdings shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a Consolidated Return or Combined Return and (y) TODCO shall not, without written consent from Holdings, exercise its discretion in handling, settling or contesting or paying Taxes subject to any Tax Contest in a manner that TODCO knows, or reasonably should know, would adversely affect any member of the Transocean Tax Group.

Control of Tax Contests. Each Company shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement; provided, however, ICN shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a Consolidated or Combined Income Tax Return of the ICN Group. Furthermore, both Companies may participate in any Tax Contest with respect to Restructuring Taxes regardless of whether it has liability or indemnification obligations with respect to such Taxes under this Agreement.

Control of Tax Contests. (a) EHI shall have sole control over any Tax Contest relating to any Separate Returns of the Extendicare Group and, except as provided in the following sentence, Tax Contest relating to any Joint Returns. In the case of any Tax Contest relating to any Joint Returns for which ALC determines, in its reasonable discretion, that it could be liable for an amount greater than $10,000 under Article II as a result of such Tax Contest, ALC may elect to jointly control, and to have the right to equally participate in, at its own expense, all material activities and decisions (including strategic decisions) with respect to, any such Tax Contest and EHI shall not settle any such Tax Contest without ALC’s prior written consent. (b) ALC shall have sole control over any Tax Contest relating to any Separate Returns of the ALC Group; provided, however, that ALC shall notify EHI in writing of, and consult EHI in good faith about all material activities and decisions (including strategic decisions) with respect to, any such Tax Contest. (c) Where the parties mutually engage a Tax Advisor to assist them in handling, settling or contesting a Tax Contest, any out-of-pocket costs shall be borne ratably by the parties based on their ultimate liability under this Agreement for the Tax to which the Tax Contest relates. In the absence of such mutual agreement, each party shall be liable for its own out-of-pocket costs incurred in handling, settling or contesting a Tax Contest.

Control of Tax Contests. Each party shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement and shall pay any costs associated with such Tax Contest; provided, however, BioPharma shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a consolidated, combined or unitary federal or state Income Tax of which BioPharma or a BioPharma Subsidiary is the common parent. In the event that BioPharma controls (pursuant to the proviso in the previous sentence) any Tax Contest which gives rise to a Biotechnologies indemnification obligation hereunder, BioPharma shall consult with Biotechnologies with respect to such Tax Contest (to the extent such Tax Contest relates to issues for which Biotechnologies is liable) and shall consider in good faith Biotechnologies’s advice with respect thereto. Furthermore BioPharma may participate in any Tax Contest with respect to any Covered Transaction Tax (as hereinafter defined), and Biotechnologies shall consider in good faith BioPharma’s advice with respect thereto, regardless of whether BioPharma has liability or indemnification obligations with respect to such Tax under this Agreement.

Control of Tax Contests. (a) Except as otherwise provided in this Section 5.03, (i) Company shall have the exclusive authority to represent each member of the DeepFlex Group before any Tax Authority or before any court with respect to any Tax Contest affecting the Tax liability of any member of the DeepFlex Group or the Company Group for any period beginning before the Contribution Date, and (ii) Company shall have full responsibility and discretion in handling, settling or contesting all other Tax Contests relating to the Company Group, and Offshore and DeepFlex shall have no right to participate in the handling, settling or contesting of such other Tax Contests. (b) Company shall allow Offshore or DeepFlex to assume control of the defense or prosecution, as the case may be, of the portion of any Tax Contest (other than Tax Contests described in Section 5.03(c)), if such portion relates exclusively to a Tax Item of a member of the DeepFlex Group or to a Tax of TODI for which Offshore or DeepFlex is potentially liable to make a payment to Company pursuant to this Agreement, provided that, prior to assuming such control, Offshore or DeepFlex, as the case may be, reaffirms in writing its potential indemnification obligation with respect to such Taxes under this Agreement. Anything in this Section 5.03 to the contrary notwithstanding, (i) Company shall have the right to participate, at its own expense, in any portion of a Tax Contest controlled by Offshore or DeepFlex pursuant to this Section 5.03(b), (ii) Offshore or DeepFlex shall not settle any portion of a Tax Contest controlled by it pursuant to this Section 5.03(b) without Company's consent, which consent shall not be unreasonably withheld, provided that if Company does not consent to such settlement proposal and such settlement would not have adversely affected the Company Group and TODI, the obligations of Offshore and DeepFlex hereunder shall be limited to the amount that would have resulted if the settlement had been approved, and (iii) Company shall have the right to settle (and to cause Offshore and DeepFlex to settle) any portion of a Tax Contest controlled by Offshore or DeepFlex pursuant to this Section 5.03(b) if such settlement would be reasonable for a person liable for all Taxes of all members of the Company Group, the DeepFlex Group and the Offshore Group for all periods, determined as if the only Tax Items disputed under the Tax Contest were the Tax Items disputed under the portion of the Tax Contest controlled b...

Control of Tax Contests. Whenever any taxing authority asserts a claim, makes a written assessment or otherwise disputes the amount of Taxes for which any of the Sellers are or may be liable under this Agreement or by reason of the Sellers' ownership of Company Shares on or before the Closing Date, the Buyer shall, if informed of such an assertion, inform the Sellers Representative within fifteen (15) business days, and the Sellers Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which the Sellers may be liable (either directly or pursuant to Section 6.2 hereof); provided however, that no settlement that could reasonably be expected to materially affect the amount of Taxes imposed on the Buyer or the Company for taxable periods beginning on or after the Closing Date may be agreed to without the consent of the Buyer, which consent may not be unreasonably withheld or delayed. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which the Buyer is or may be liable under this Agreement (after taking into account the effect of Section 6.2 hereof), the Sellers shall, if informed of such assertion in writing, inform the Buyer within fifteen (15) days, and the Buyer shall have the right to control any resulting proceedings to the extent that they relate to such claim, assessment or dispute, and to determine whether and when to settle any such claim, assessment or dispute; provided however, that the Sellers Representative shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings could reasonably be expected to materially affect the amount of Taxes for which the Sellers are or may be liable (either directly or pursuant to Section 6.2 hereof).

Control of Tax Contests. Each of ATN and ECI shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax Return for which it has filing responsibility pursuant to Section 4 of this Agreement; provided, however, ECI, Prior or Xxxxxxx, at it or his sole cost and expense, may participate in any Tax Contest with respect to any Restructuring Taxes for which it or he has liability or an indemnification obligation with respect to such Taxes under this Agreement; provided, further, that ECI, at its sole cost and expense and employing Xxxxxx Xxxxxx & Xxxxxxx or other counsel reasonably acceptable to ATN, shall be permitted to jointly share with ATN, employing Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx or other counsel reasonably acceptable to ECI, the responsibility and discretion in handling, settling or contesting any Tax Contest with respect to any Taxes for which ECI has liability or an indemnification obligation to ATN with respect to such Taxes, unless ECI fails to provide to ATN a written acknowledgment of ECI's potential liability for such Taxes or indemnification obligation to ATN with respect to such Taxes within 10 business days of ECI's receipt of a written request by ATN therefor. Except as otherwise provided in Section 2.04 hereof, any costs incurred in handling, settling or contesting any Tax Contest shall be borne by the party having full responsibility and discretion thereof.