Common use of Control of Tax Contests Clause in Contracts

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. (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, sentence and 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. (a) EHI shall have sole control over any Tax Contest relating to any Extendicare 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 ALC Separate Returns of the ALC GroupReturns; 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.