No Disputes Consistency Cooperation. Section 6.1 Participation in the Corporate Taxpayer’s and
No Disputes Consistency Cooperation. The Existing Stockholders Representative’s Participation in the Corporation’s Tax Matters 13
No Disputes Consistency Cooperation. Section 6.01. Series B Member Participation in HII’s and the Company’s Tax Matters.
(a) Except as otherwise provided herein, HII shall have full responsibility for, and sole discretion over, all Tax matters concerning HII and the Company, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, HII shall notify the Series B Member Representative of, and keep the Series B Member Representative reasonably informed with respect to, the portion of any audit of HII and the Company by a Taxing Authority the outcome of which is reasonably expected to affect any Series B Member’s rights and obligations under this Agreement, and shall provide to the Series B Member Representative reasonable opportunity to provide information and other input to HII, the Company, and their respective advisors concerning the conduct of any such portion of such audit; Series B Members shall have the right to attend in person or by telephone (but not participate in) any audit of HII or the Company the outcome of which could reasonably be expected to affect the amount of net payments that the Series B Members are expected to receive under this Agreement; provided, however, that HII and the Company shall not be required to take any action that is inconsistent with any provision of the LLC Agreement. HII shall not settle or fail to contest any issue pertaining to taxes that is reasonably expected to affect the Series B Members’ rights and obligations under this Agreement without the consent of the Series B Member Representative, such consent not to be unreasonably withheld or delayed.
(b) If HII, the Company, or any of their respective Subsidiaries receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Taxing Authority with respect to the Tax treatment of any Exchange (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit with respect to a Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments HII will be required to pay to the Series B Members with respect to Taxable Years after and including the taxable year in which the Change Notice is received, HII shall deliver prompt written notice of such Change Notice to the Series B Member Representative.
No Disputes Consistency Cooperation. Section 6.1 Participation in the Corporate Taxpayer’s and Parsley Energy’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Parsley Energy, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify Agent of, and keep Agent reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Parsley Energy by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TRA Holders under this Agreement, and shall provide to Agent reasonable opportunity to provide information and other input to the Corporate Taxpayer, Parsley Energy and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Parsley Energy shall not be required to take any action that is inconsistent with any provision of the Parsley Energy LLC Agreement.
No Disputes Consistency Cooperation. Section 6.01. Holder Group Member Participation in APO Corp.’s and Partnerships’ Tax Matters. Except as otherwise provided herein, APO Corp. shall have full responsibility for, and sole discretion over, all Tax matters concerning APO Corp. and the Partnerships, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, APO Corp. shall notify the applicable Holder Group Member of, and keep the applicable Holder Group Member reasonably informed with respect to the portion of any audit of APO Corp. and the Partnerships by a Taxing Authority the outcome of which is reasonably expected to affect the applicable Holder Group Member’s rights and obligations under this Agreement, and shall provide to the applicable Holder Group Member reasonable opportunity to provide information and other input to APO Corp., the Partnerships and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that APO Corp. and the Partnerships shall not be required to take any action that is inconsistent with any provision of any of the Partnership Agreements.
No Disputes Consistency Cooperation. Section 6.01 Partner Participation in Feeder’s, the
No Disputes Consistency Cooperation. Section 6.1 Member Participation in Parent’s and Company’s Tax Matters. Except as otherwise provided herein, Parent shall have full responsibility for, and sole discretion over, all Tax matters concerning Parent and the Company, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, Parent shall notify the applicable Member of, and keep the applicable Member reasonably informed with respect to the portion of any audit of Parent and the Company by a Taxing Authority the outcome of which is reasonably expected to affect the applicable Member’s rights and obligations under this Agreement, and shall provide to the applicable Member reasonable opportunity to provide information and other input to Parent, the Company and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that Parent and the Company shall not be required to take any action that is inconsistent with any provision of the Amended and Restated LLC Agreement.
No Disputes Consistency Cooperation. Section 6.1 No Participation in the Corporate Taxpayer’s and RGF,
No Disputes Consistency Cooperation. 6.1. Participation in Corporate Taxpayer’s and Pla-Fit LLC’s Tax Matters. Except as otherwise provided herein or in the Recapitalization Agreement or LLC Agreement, Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning Corporate Taxpayer (and its wholly-owned Subsidiaries), Pla-Fit LLC and their respective Subsidiaries, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TSG Representative of, and keep the TSG Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Pla-Fit LLC by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TSG Representative and its Affiliates under this Agreement, and shall provide to the TSG Representative reasonable opportunity to provide information and other input to the Corporate Taxpayer, Pla-Fit LLC and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Pla-Fit LLC shall not take any action that is inconsistent with any provision of the LLC Agreement.
No Disputes Consistency Cooperation. Section 6.1 Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters Section 6.2 Consistency Section 6.3 Cooperation
