Common use of Controversies for Periods Prior to the Closing Date Clause in Contracts

Controversies for Periods Prior to the Closing Date. (a) Notwithstanding anything to the contrary in the Third Amended and Restated GTN LLC Agreement, Buyer or the Buyer’s representative, at its sole expense, shall have the authority to represent the interests of GTN LLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period from and after the 2013 PSA Closing Date prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Buyer nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Seller (or its direct or indirect partners) or any of its Affiliates without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer or the Buyer’s representative shall keep Seller fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Seller with a copy of all correspondence, notices and filings received or sent by Buyer in connection with such proceedings. Buyer shall, in good faith, allow Seller, at its sole expense, to make comments to Buyer or Buyer’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding. (b) Except as otherwise provided in Section 7.03(a), from and after the Closing Date, Tax Matters will be handled in accordance with the Third Amended and Restated GTN LLC Agreement.

Controversies for Periods Prior to the Closing Date. (a) Notwithstanding anything to the contrary in the Third Amended and Restated GTN Bison A&R LLC Agreement, Buyer Seller or the BuyerSeller’s representative, at its sole expense, shall have the authority to represent the interests of GTN Bison LLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period from and after the 2013 PSA Closing Date prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Buyer Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Seller Buyer (or its direct or indirect partners) ), Bison LLC or any Affiliate of its Affiliates the foregoing without the prior written consent of SellerBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer Seller or the BuyerSeller’s representative shall keep Seller Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Seller Buyer with a copy of all correspondence, notices and filings received or sent by Buyer Seller in connection with such proceedings. Buyer Seller shall, in good faith, allow SellerBuyer, at its sole expense, to make comments to Buyer Seller or BuyerSeller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding. (b) Except as otherwise provided in Section 7.03(a), from and after the Closing Date, Tax Matters will be handled in accordance with the Third Amended and Restated GTN Bison A&R LLC Agreement.

Controversies for Periods Prior to the Closing Date. (aA) Notwithstanding anything to the contrary in the Third Amended and Restated GTN A&R LLC Agreement, Buyer Seller or the BuyerSeller’s representative, at its sole expense, shall have the authority to represent the interests of GTN LLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period from and after the 2013 PSA Closing Date prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Buyer Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Seller Buyer (or its direct or indirect partners) ), GTN LLC or any Affiliate of its Affiliates the foregoing without the prior written consent of SellerBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer Seller or the BuyerSeller’s representative shall keep Seller Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Seller Buyer with a copy of all correspondence, notices and filings received or sent by Buyer Seller in connection with such proceedings. Buyer Seller shall, in good faith, allow SellerBuyer, at its sole expense, to make comments to Buyer Seller or BuyerSeller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding. (bB) Except as otherwise provided in Section 7.03(a), from and after the Closing Date, Tax Matters will be handled in accordance with the Third Amended and Restated GTN A&R LLC Agreement.