Common use of IBG Holdings Participation In IBGI Tax Matters Clause in Contracts

IBG Holdings Participation In IBGI Tax Matters. Except as otherwise provided herein, IBGI shall have full responsibility for, and sole discretion over, all matters concerning Covered Taxes of IBGI and IBG LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, IBGI shall notify IBG Holdings of, and keep IBG Holdings reasonably informed with respect to, and IBG Holdings shall have the right to participate in and monitor (but, for the avoidance of doubt, not to control) the portion of any audit of IBGI by a Taxing Authority the outcome of which is reasonably expected to affect IBG Holdings’ rights under this Agreement. IBGI shall provide to IBG Holdings reasonable opportunity to provide information and other input to IBGI and its advisors concerning the conduct of any such portion of such audits. IBGI shall not settle or otherwise resolve any audit or other challenge by a Taxing Authority relating to the Basis Adjustment or the deduction of Imputed Interest without the consent of the Audit Committee and IBG Holdings, which consent IBG Holdings shall not unreasonably withhold, condition or delay.

IBG Holdings Participation In IBGI Tax Matters. Except as otherwise provided herein, IBGI shall have full responsibility for, and sole discretion over, all matters concerning Covered Taxes of IBGI and IBG LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, IBGI shall notify IBG Holdings of, and keep IBG Holdings reasonably informed with respect to, and IBG Holdings shall have the right to participate in and monitor (but, for the avoidance of doubt, not to control) the portion of any audit of IBGI by a Taxing Authority the outcome of which is reasonably expected to affect IBG Holdings’ ’s rights under this Agreement. IBGI shall provide to IBG Holdings reasonable opportunity to provide information and other input to IBGI and its advisors concerning the conduct of any such portion of such audits. IBGI shall not settle or otherwise resolve any audit or other challenge by a Taxing Authority relating to the Basis Adjustment or the deduction of Imputed Interest without the consent of the Audit Committee and IBG Holdings, which consent IBG Holdings shall not unreasonably withhold, condition or delay.