DUPONT'S ITEMS. If a Tax Audit relates solely to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, either pay the Tax claimed and sxx for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner); provided, however, that if a settlement, compromise or abandonment of such Tax Audit could have a material adverse impact on Buyer or any of its Affiliates (including the Transferred DPC Companies, Joint Ventures and their respective Subsidiaries) in any Post-Closing Tax Period, DuPont shall keep Buyer reasonably informed as to the status of such Tax Audit and shall not settle, compromise or abandon any such Tax Audit without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In no case shall Buyer, the Transferred DPC Companies or their Subsidiaries or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
DUPONT'S ITEMS. If such Tax Audit relates to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits ox xontest such Tax Audit in any permissible manner). In no case shall Buyer, the DTI Companies or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent, which shall not be unreasonably withheld.
DUPONT'S ITEMS. If such Tax Audit relates to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including, without limitation, selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suitx xr contest such Tax Audit in any permissible manner). In no case shall Buyer, the Transferred Business Companies or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent. In addition, if a Tax Audit relates to a Tax of a Controlled Foreign Subsidiary for a Pre-Closing Tax Period and the Foreign Tax Threshold Amount has not been exceeded, DuPont shall have the right (but not the obligation) to control the defense and settlement of such Tax Audit, provided that DuPont agrees to be responsible for the Taxes assessed in such Tax Audit and any such Taxes shall not be applied to the Foreign Tax Threshold Amount.
