Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to (I) any Joint Return (other than any Valero Federal Consolidated Income Tax Return, any Valero State Combined Income Tax Return or any Valero Foreign Combined Income Tax Return) or (II) any Return of Other Taxes described in clause (II) of Section 5.02, (i) Valero shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Valero Adjustment, including settlement of any such Valero Adjustment and (ii) Corner Store shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Corner Store Adjustment, including settlement of any such Corner Store Adjustment, and (iii) the Tax Contest Committee shall control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly and exclusively related to any Valero Adjustment or Corner Store Adjustment. The “Tax Contest Committee” shall be comprised of two persons, one person selected by Valero (as designated in writing to Corner Store) and one person selected by Corner Store (as designated in writing to Valero). Each person serving on the Tax Contest Committee shall continue to serve unless and until he or she is replaced by the party designating such person. Any and all matters to be decided by the Tax Contest Committee shall require the unanimous approval of both persons serving on the committee. In the event the Tax Contest Committee shall be deadlocked on any matter, the provisions of Section 14 of this Agreement shall apply.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (CST Brands, Inc.)
