Common use of Foreign Audits and Controversies Clause in Contracts

Foreign Audits and Controversies. (i) Energizer, at its expense, shall exclusively control and direct any Audit or Controversy with respect to any Energizer Foreign Affiliate. Xxxxxxx, however, shall have the right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Foreign Taxes or Domestic Taxes for which Xxxxxxx is liable in accordance with this Agreement. 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 Foreign Tax without the prior consent of Xxxxxxx, Energizer shall indemnify and hold Xxxxxxx and any Xxxxxxx Foreign Affiliate harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement. (ii) Xxxxxxx, at its expense, shall exclusively control and direct any Tax Audit or Controversy as to any Foreign Tax with respect to any Xxxxxxx Foreign Affiliate. Energizer, however, shall have the right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Foreign Taxes for which Energizer is liable in accordance with this Agreement. 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 Foreign Tax without the prior consent of Energizer, Xxxxxxx shall indemnify and hold Energizer and any Energizer Foreign Affiliate harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement.

Foreign Audits and Controversies. (i) Energizer, at its expense, Agribrands shall exclusively control and direct any Audit or Controversy with respect to any Energizer Agribrands Foreign Affiliate. Xxxxxxx, however, shall have the right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Foreign Taxes or Domestic Taxes for which Xxxxxxx is liable in accordance with this Agreement. 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 Foreign Tax without the prior consent of Xxxxxxx, Energizer Agribrands shall indemnify and hold Xxxxxxx and any Xxxxxxx Foreign Affiliate harmless against any losses, costs, or damages, including Taxes resulting from such compromise Audit or settlementControversy. (ii) Xxxxxxx, at its expense, Xxxxxxx shall exclusively control and direct any Tax Audit or Controversy as to any Foreign Tax with respect to any Xxxxxxx Foreign Affiliate. EnergizerAgribrands, however, shall have the right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Foreign Taxes for which Energizer Agribrands is liable in accordance with this Agreement. 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 Foreign Tax without the prior consent of EnergizerAgribrands, Xxxxxxx shall indemnify and hold Energizer Agribrands and any Energizer Agribrands Foreign Affiliate harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement.

Foreign Audits and Controversies. (i) Energizer, at its expense, Energizer shall exclusively control and direct any Audit or Controversy with respect to any Energizer Foreign Affiliate. Xxxxxxx, however, shall have the right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Foreign Taxes or Domestic Taxes for which Xxxxxxx is liable in accordance with this Agreement. 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 Foreign Tax without the prior consent of Xxxxxxx, Energizer shall indemnify and hold Xxxxxxx and any Xxxxxxx Foreign Affiliate harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement. (ii) Xxxxxxx, at its expense, Xxxxxxx shall exclusively control and direct any Tax Audit or Controversy as to any Foreign Tax with respect to any Xxxxxxx Foreign Affiliate. Energizer, however, shall have the right to participate in any such Audit or Controversy to the extent such Audit or Controversy would impact the Foreign Taxes for which Energizer is liable in accordance with this Agreement. 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 Foreign Tax without the prior consent of Energizer, Xxxxxxx shall indemnify and hold Energizer and any Energizer Foreign Affiliate harmless against any losses, costs, or damages, including Taxes resulting from such compromise or settlement.