Common use of Control of Tax Proceedings Cooperation and Exchange of Information Clause in Contracts

Control of Tax Proceedings Cooperation and Exchange of Information. (a) Except as provided in this Section 7.3, Green Plains shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement as well as any Tax Controversy attributable to a Tax Return for any taxable period ending before the Closing Date. The Partnership shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement. Except as otherwise provided in this Section 7.3 and Section 7.11, any costs incurred in handling, settling or contesting any Tax Controversy shall be borne by the Tax Party having full responsibility and discretion thereof. (b) Each Tax Party shall cooperate fully at such time and to the extent reasonably requested by any other Tax Party in connection with the preparation and filing of any Tax Return or claim for refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or other matters considered in this Agreement. Such cooperation shall include, without limitation, the following: (i) the retention and provision on demand of Tax Returns, books, records (including those concerning ownership and Tax basis of property which a Tax Party may possess), documentation or other information relating to the Tax Returns, including accompanying schedules, related workpapers and documents relating to rulings or other determinations by Taxing Authorities, until the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 7.3(b), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return by Green Plains, the Partnership or of their respective Subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (iv) such Tax Party’s commercially reasonable efforts to obtain any documentation from a Governmental Authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. (c) Each Tax Party shall make its employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. (d) If any Tax Party fails to provide any information requested pursuant to Section 7.3(b) hereof within a reasonable period, as determined in good faith by the Tax Party requesting the information, then the requesting Tax Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Tax Party. If the unresponsive Tax Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Tax Party shall permit the requesting Tax Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with this Section 7.3 and shall reimburse the requesting Tax Party or pay directly all costs connected with the requesting Tax Party’s engagement of the public accounting firm.

Control of Tax Proceedings Cooperation and Exchange of Information. (a) Except as provided in this Section 7.35.3, Green Plains OCI USA shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement as well as any Tax Controversy attributable to a Tax Return for any taxable period ending before the Closing Date. The Partnership shall have full responsibility and discretion in handling, settling or contesting any Tax Controversy involving a Tax Return for which it has filing responsibility under this Agreement. Except as otherwise provided in this Section 7.3 5.3 and Section 7.115.11, any costs incurred in handling, settling or contesting any Tax Controversy shall be borne by the Tax Party having full responsibility and discretion thereof. (b) Each Tax Party shall cooperate fully at such time and to the extent reasonably requested by any other Tax Party in connection with the preparation and filing of any Tax Return or claim for refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or other matters considered in this Agreement. Such cooperation shall include, without limitation, the following: (i) the retention and provision on demand of Tax Returns, books, records (including those concerning ownership and Tax basis of property which a Tax Party may possess), documentation or other information relating to the Tax Returns, including accompanying schedules, related workpapers and documents relating to rulings or other determinations by Taxing Authorities, until the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 7.3(b5.3(b), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return by Green PlainsOCI USA, the Partnership or of their respective Subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (iv) such Tax Party’s commercially reasonable efforts to obtain any documentation from a Governmental Authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. (c) Each Tax Party shall make its employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. (d) If any Tax Party fails to provide any information requested pursuant to Section 7.3(b) 5.3 hereof within a reasonable period, as determined in good faith by the Tax Party requesting the information, then the requesting Tax Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Tax Party. If the unresponsive Tax Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Tax Party shall permit the requesting Tax Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with this Section 7.3 5.3 and shall reimburse the requesting Tax Party or pay directly all costs connected with the requesting Tax Party’s engagement of the public accounting firm.