Control of Tax Proceedings. The Operating Partnership, shall have the right to control the defense, settlement or compromise of any Tax Proceeding or Tax Claim; provided, however, that the Operating Partnership shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the potentially affected Protected Partner(s) (unless, and only to the extent, that any taxes required to be paid by the Protected Partner as a result thereof would be required to be reimbursed by the Operating Partnership under this Agreement and the Operating Partnership agrees in connection with such settlement or consent to make such required payments); provided further that the Operating Partnership shall keep the potentially affected Protected Partner(s) duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) such Protected Partners and (ii) any potentially affected Protected Partner shall have the right to review and comment on any and all submissions made to the Internal Revenue Service, a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and the Operating Partnership will consider such comments in good faith.
Control of Tax Proceedings. The REIT, as the sole owner of the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Tax Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that could result in tax liability to a Protected Partner without the prior written consent of the Protected Partner which shall not be unreasonably conditioned, delayed or denied (and shall not be denied to the extent that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); provided further that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Tax Proceeding or Tax Claim could, directly or indirectly, affect (adversely or otherwise) the Protected Partners and that the Protected Partners shall have the right to review and comment on any and all submissions made to the IRS, a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that the Partnership will consider such comments in good faith. The Protected Partners shall have the right to participate in any such Tax Proceeding or Tax Claim at their own expense.
Control of Tax Proceedings. The REIT, as the general partner of the Partnership shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding that would result in tax liability to one or more Protected Partners without the prior written consent of the affected Protected Partners (unless, and only to the extent, that any taxes required to be paid by the Protected Partners as a result thereof would be required to be reimbursed by the Partnership and the REIT under Article 4 and the Partnership and the REIT agree in connection with such settlement or consent, to make such required payments); provided further that the Partnership shall keep the Protected Partners informed of the progress thereof to the extent that such Proceeding or Tax Claim would reasonably be expected to directly or indirectly affect the Protected Partners in an adverse manner.
Control of Tax Proceedings. If, subsequent to the Effective Time, YP, the Surviving Corporation, Principal Shareholder, or the Shareholders’ Representative receives notice of a claim, suit or proceeding by any taxing authority that, if successful, could give rise to an indemnification obligation under this Agreement related to Taxes or an additional payment of Taxes (a “Tax Proceeding”), then within 15 calendar days after receipt of such notice, YP, the Surviving Corporation, Principal Shareholder, or the Shareholders’ Representative, as the case may be, shall give written notice of such Tax Proceeding to the other parties. The Shareholders’ Representative shall have the right to control any Tax Proceeding relating to a taxable period ending on or prior to the Effective Time; provided, however, that with respect to any such Tax Proceeding which may affect the Tax liability of YP, LiveDeal, the Surviving Corporation, or any Subsidiary, YP may participate at its own cost and expense and the Shareholders’ Representative shall keep YP informed of all material developments on a timely basis, consult with YP with respect to the resolution of such Tax Proceeding, and not resolve such Tax Proceeding without the prior written consent of YP, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Representative and YP shall jointly control any Tax Proceeding relating to a taxable period beginning before the Effective Time and ending after the Effective Time. YP shall control (i) any Tax Proceeding relating to a taxable period beginning after the Effective Time and (ii) any Tax Proceeding that the Shareholders’ Representative has the right to control but elects in writing not to control; provided, however, that with respect to any Tax Proceeding described in clause (ii), YP shall keep the Shareholders’ Representative informed of all material developments on a timely basis and YP shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the LiveDeal Shareholders’ indemnification obligations under this Agreement without the Shareholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each party shall bear its own costs for participating in any Tax Proceeding.
Control of Tax Proceedings. The Partnership shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the Protected Partners; the Protected Partners shall have the right to participate in such Proceeding or Tax Claim at their own expense; and the Partnership shall not settle, compromise and/or concede such Proceeding or Tax Claim without the Consent of the Protected Partners, which Consent shall not be unreasonably withheld, delayed or conditioned.
Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis.
Control of Tax Proceedings. The Operating Partnership shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that the Operating Partnership shall keep the Protected Partners duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the Protected Partners; the Protected Partners shall have the right to participate in the portion of any such Proceeding or Tax Claim related to them at their own expense; and the Operating Partnership shall not settle, compromise and/or concede such portion of such Proceeding or Tax Claim without the prior written consent of the Protected Partners, which written consent shall not be unreasonably withheld, delayed or conditioned.
Control of Tax Proceedings. Whenever any taxing authority asserts a claim, makes an assessment, or otherwise disputes the amount of Taxes for any period prior to the Closing Date Newpark shall promptly inform the Stockholders. The provisions of Section 13 shall apply to the defense of any such claim, assessment or dispute.
Control of Tax Proceedings. Whenever any taxing authority proposes any adjustment, questions the treatment of any item, asserts a claim, makes an assessment, or otherwise disputes the amount of any Taxes for any period or portion thereof ending on or before the date hereof, which adjustment, question, claim, assessment or dispute could, if pursued successfully, result in or give rise to a claim against the Stockholders under this Agreement (a "Tax Claim"), Newpark shall promptly inform the Stockholders in writing of such Tax Claim. The provisions of Section 10 shall apply to the handling of any Tax Claim.
Control of Tax Proceedings. Except as provided in Section 6.01(c), the Indemnifying Party may elect to control, and may elect to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceeding, suit, contest or any other action with respect to a Tax Controversy for which it would be required to indemnify the other party if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding. The Indemnifying Party shall not settle any Tax proceeding with respect to a Tax Controversy on a basis that would materially adversely affect the Indemnitee without obtaining the Indemnitee's written consent, which consent shall not be unreasonably withheld. The Indemnitee shall not settle any Tax Controversy without obtaining the Indemnifying Party's written consent, which shall not be unreasonably withheld. Any out-of-pocket costs incurred in handling, settling or contesting a Tax controversy shall be borne by the Indemnifying Party.
