Common use of Domestic Audits and Controversies Clause in Contracts

Domestic Audits and Controversies. (i) Xxxxxxx shall, at its own expense, exclusively control and direct any Tax Audit or Controversy with respect to any Domestic Taxes for any Tax period ending prior to the Distribution Date. Energizer, however, shall have the right, at its own expense, to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Domestic Taxes for which Energizer is liable in accordance with this Agreement, as determined by Energizer, and Xxxxxxx shall not consent to any resolution, compromise or conclusion of such Audit or Controversy without the written approval of Energizer, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in the event Xxxxxxx shall compromise or settle any such deficiency of Domestic Tax without the prior consent of Energizer, Xxxxxxx shall hold Energizer and any Energizer Domestic Subsidiary harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement. (ii) Energizer shall, at its own expense, exclusively control and direct any Audit or Controversy with respect to any Domestic Taxes attributable to the Energizer Group for a Tax period which begins on or after the Distribution Date and for any Tax period straddling the Distribution Date. Xxxxxxx, however, shall have the right, at its own expense, to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Domestic Taxes for which Xxxxxxx is liable in accordance with this Agreement, as determined by Xxxxxxx, and Energizer shall not consent to any resolution, compromise or conclusion of such Audit or Controversy without the written approval of Xxxxxxx, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in the event Energizer shall compromise or settle any such deficiency of Domestic Tax without the prior consent of Xxxxxxx, Energizer shall hold Xxxxxxx and any Xxxxxxx Domestic Subsidiary harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement.

Domestic Audits and Controversies. (i) Xxxxxxx shall, at its own expense, shall exclusively control and direct any Tax Audit or Controversy with respect to any Domestic Taxes for any Tax period ending prior to the Distribution Date. Energizer, however, shall have the right, at its own expense, right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Domestic Taxes for which Energizer is liable in accordance with this Agreement, as determined by Energizer, and Xxxxxxx shall not consent to any resolution, compromise or conclusion of such Audit or Controversy without the written approval of Energizer, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in the event Xxxxxxx shall compromise or settle any such deficiency of Domestic Tax without the prior consent of Energizer, Xxxxxxx shall hold Energizer and any Energizer Domestic Subsidiary harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement. (ii) Energizer shall, at its own expense, shall exclusively control and direct any Audit or Controversy with respect to any Domestic Taxes attributable to the Energizer Group for a Tax period which begins on or after the Distribution Date and for any Tax period straddling the Distribution Date. Xxxxxxx, however, shall have the right, at its own expense, right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Domestic Taxes for which Xxxxxxx is liable in accordance with this Agreement, as determined by Xxxxxxx, and Energizer shall not consent to any resolution, compromise or conclusion of such Audit or Controversy without the written approval of Xxxxxxx, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in the event Energizer shall compromise or settle any such deficiency of Domestic Tax without the prior consent of Xxxxxxx, Energizer shall hold Xxxxxxx and any Xxxxxxx Domestic Subsidiary harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement.

Domestic Audits and Controversies. (i) Xxxxxxx shall, at its own expense, shall exclusively control and direct any Tax Audit or Controversy with respect as to any Domestic Taxes for any a Tax period ending which begins on or prior to the Distribution Date. EnergizerAgribrands, however, shall have the right, at its own expense, right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Domestic Taxes for which Energizer Agribrands is liable in accordance with this Agreement, as determined by Energizer, Xxxxxxx and Xxxxxxx shall not consent to any resolution, compromise or conclusion of such Audit or Controversy without the written approval of EnergizerAgribrands, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in the event Xxxxxxx shall compromise or settle any such deficiency of Domestic Tax without the prior consent of EnergizerAgribrands, Xxxxxxx shall hold Energizer Agribrands and any Energizer Agribrands Domestic Subsidiary harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement. (ii) Energizer shall, at its own expense, Agribrands shall exclusively control and direct any Audit or Controversy with respect to any Domestic Taxes attributable to the Energizer Agribrands Group for a Tax period which begins on or after the Distribution Date and for any Tax period straddling the Distribution Date. Xxxxxxx, however, shall have the right, at its own expense, right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Domestic Taxes for which Xxxxxxx is liable in accordance with this Agreement, as determined by Xxxxxxx, Xxxxxxx and Energizer Agribrands shall not consent to any resolution, compromise or conclusion of such Audit or Controversy without the written approval of Xxxxxxx, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, in the event Energizer Agribrands shall compromise or settle any such deficiency of Domestic Tax without the prior consent of Xxxxxxx, Energizer Agribrands shall hold Xxxxxxx and any Xxxxxxx Domestic Subsidiary harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlementAudit of Controversy.