Common use of Joint Contests Clause in Contracts

Joint Contests. With respect to any Joint Contest, the Party that filed the Return shall control the proceeding. The personnel and outside advisers (including counsel) of the Party not controlling the proceeding may participate, at the expense of such Party, in the proceeding to the extent such proceeding relates to items or adjustments for which such Party may incur indemnity liability under this Agreement. Such participation shall be reflected by the grant of appropriate powers of attorney. The Party granting such power of attorney (the "Granting Party") shall have the right to revoke the power of attorney if the Granting Party reasonably determines that the actions or failure to act on the part of the other Person (the "Participating Party") in the proceeding has resulted, or can be reasonably expected to result, in the hindrance or delay of any resolution or settlement of the proceeding. In the event the Participating Party fails to participate timely and fully in any proceeding to the extent to which such proceeding relates to items or adjustments for which the Participating Party has indemnity liability under this Agreement, the Participating Party shall be liable for, in addition to all Taxes for which the Participating Party shall be liable under this Agreement, any and all costs imposed on, or incurred by, the Granting Party as a result of the Participating Party's failure to participate. The revocation of any power of attorney under this Section 6.02 shall in no way limit the Participating Party's indemnity liability under this Agreement.

Appears in 3 contracts

Samples: Tax Matters Agreement (Omnova Solutions Inc), Tax Matters Agreement (Omnova Solutions Inc), Tax Matters Agreement (Gencorp Inc)

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Joint Contests. With respect to any Joint Contest, the Party that filed the Return shall control the proceeding. The personnel and outside advisers (including counsel) of the Party not controlling the proceeding may participate, at the expense of such Party, in the proceeding to the extent such proceeding relates to items or adjustments for which such Party may incur indemnity liability under this Agreement. Such participation shall be reflected by the grant of appropriate powers of attorney. The Party granting such power of attorney (the "Granting Party") shall have the right to revoke the power of attorney if the Granting Party reasonably determines that the actions or failure to act on the part of the other Person (the "Participating Party") in the proceeding has resulted, or can be reasonably expected to result, in the hindrance or delay of any resolution or settlement of the proceeding. In the event the Participating Party fails to participate timely and fully in any proceeding to the extent to which such proceeding relates to items or adjustments for which the Participating Party has indemnity liability under this Agreement, the Participating Party shall be liable for, in addition to all Taxes for which the Participating Party shall be liable under this Agreement, any and all costs imposed on, or incurred by, the Granting Party as a result of the Participating Party's failure to participate. The revocation of any power of attorney under this Section 6.02 shall in no way limit the Participating Party's indemnity liability under this Agreement.Taxes

Appears in 1 contract

Samples: Tax Matters Agreement (Omnova Solutions Inc)

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