Common use of Control of Tax Contests Clause in Contracts

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. (a) Parent may elect to control, and to P&G shall have sole discretion in handling, settling or contesting, any Tax Contest relating the right to (i) all contest, compromise or settle any adjustment or deficiency proposed or asserted with respect to any Tax Returns liability of a P&G Group member or a Folgers Group member for which Parent is responsible for preparing a Pre-Closing Period or with respect to a Joint Return, and filing under Section 3.01, (ii) all Transfer Taxesfile, prosecute, compromise or settle any Adjustment Request (iiiand determine the manner in which any Refund shall be received) 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. Transferwith respect to any Tax for such period or return; provided, however, that (a) in the case of a Folgers Separate Return, the RMT Group shall have the right to actively participate in any action set forth in clauses (i) and (ii) above if such action could result in any Folgers Group Taxes or any Transaction Taxes with respect to which the RMT Group has previously acknowledged its liability in writing and P&G shall not settle or compromise any such contest without RMT Partner’s written consent, which consent may not be unreasonably withheld, delayed or conditioned; and (b) in the case of a Joint Return, to the extent such Tax Contest solely relates to Transaction Taxes with respect to which the RMT Group could be liable under Section 2.02(a) (an “RMT Issue”), P&G shall reasonably consult with the RMT Group with respect to P&G’s defense and control of such Tax Contest, including through the following: (x) Parent P&G 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 fully informed, in a timely manner all material respects, regarding the progress of all actions taken the prosecution or proposed to be taken and timely provide RMT Partner and Splitco with copies defense of all correspondence and filings in connection therewithsuch Tax Contest, (y) P&G shall promptly provide RMT Partner with copies of any correspondence received from any Taxing Authority in connection with such Tax Contest, and Splitco (z) P&G shall provide RMT Partner with drafts of any correspondence from P&G to any Taxing Authority in connection with such Tax Contest and shall provide RMT Partner with a reasonable opportunity to comment on such correspondence; provided, further, that, if the RMT Group acknowledges its liability in writing for all the Transaction Taxes that would be owed to a Taxing Authority in the event of an adverse determination with respect to the RMT Issue, P&G shall not settle or compromise any such contest without RMT Partner’s written consent, which consent may not be unreasonably withheld, delayed or conditioned; provided, further, however, that if RMT Partner withholds its consent to a settlement or compromise described in the prior proviso, RMT Partner shall be liable for any Transaction Taxes resulting from a Final Determination to the extent the basis for the Final Determination is such that the RMT Group would have liability for the applicable Transaction Taxes under this Agreement, or if the Final Determination fails to clearly articulate the basis for liability such that it is not reasonably ascertainable which party would be liable for the Transaction Taxes under this Agreement. P&G and RMT Partner shall use their reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination. RMT Partner shall have the rightright to (I) contest, 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 compromise or settle any adjustment or deficiency proposed or asserted with respect to strategy any Tax liability included in any Folgers Separate Return for any settlement decisions) any such Tax Contests for which RMT Partner or Splitco may be required to indemnify Parent pursuant to this Agreement a Straddle Period, and (zII) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any Tax for such Tax Contest for period; provided, however, that P&G shall have the right to actively participate in any action set forth in clauses (I) and (II) above if such action could result in any P&G Group Taxes or any Transaction Taxes with respect to which the P&G Group has previously acknowledged its liability in writing and RMT Partner or Splitco would be required to indemnify Parent pursuant to this Agreement, Parent shall not settle or concede compromise any such Tax Contest contest without the prior P&G’s written consent of the Indemnifying Partyconsent, which consent shall may 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; (b) RMT Partner and Splitco 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 RMT or Splitco is responsible for preparing and filing under Section 3.02, (ii) all Transaction Taxes assessed against RMT Partner or Splitco by the applicable Taxing Authority, (iii) the tax treatment of the Mergers, if (x) RMT Partner confirms in writing to Parent that RMT Partner is responsible for Taxes resulting from such Tax Contests pursuant to Section 2.02(b) and (y) such Tax Contest does not involve any other Tax Detriment for which Parent is required to indemnify RMT Parent and (iv) all Recoverable Taxes; provided, however, that (x) RMT Partner and Splitco shall act in good faith in connection with its control of any such Tax Contests for which Parent may be required to indemnify RMT Partner or Splitco pursuant to this Agreement and keep Parent informed in a timely manner of all actions taken or proposed to be taken and timely provide Parent with copies of all correspondence and filings in connection therewith, (y) Parent shall have the right, at its own expense, to participate in (including the opportunity to review and provide reasonable comments on RMT Partner and Splitco’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of RMT Partner and Splitco, not to be unreasonably withheld) and advise on (including with respect to strategy for any settlement decisions) any such Tax Contests for which Parent may be required to indemnify RMT Partner or Splitco pursuant to this Agreement and (z) with respect to any such Tax Contest for which Parent would be required to indemnify RMT Partner or Splitco pursuant to this Agreement, RMT Partner or Splitco shall not settle or concede such Tax Contest without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld; and (c) Any out-of-pocket costs incurred in handling, settling or contesting a Tax Contest (other than costs that constitute an element of Transaction Taxes) shall be borne ratably by the parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates.