Common use of No Disputes Consistency Cooperation Clause in Contracts

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 6.01. Series B Member 6.1 Participation in HIIthe Corporate Taxpayer’s and the CompanyCactus LLC’s Tax Matters. (a) . Except as otherwise provided hereinherein or in the Cactus LLC Agreement, HII the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning HII the Corporate Taxpayer and the CompanyCactus LLC, including without limitation the preparationpreparing, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, HII the Corporate Taxpayer shall notify the Series B Member Representative Agent of, and keep the Series B Member Representative Agent reasonably informed with respect to, the portion of any audit audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) of HII and the Company Corporate Taxpayer or Cactus LLC by a Taxing Authority the outcome of which is could be reasonably expected to affect any Series B Member’s the rights and obligations of the TRA Holders under this Agreement, and shall provide to the Series B Member Representative Agent with reasonable opportunity to provide information and other input to HIIthe Corporate Taxpayer, the Company, Cactus LLC 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 Agreementa Tax Proceeding; provided, however, that HII the Corporate Taxpayer shall not settle or otherwise resolve any part of a Tax Proceeding described in the previous clause that relates to a Basis Adjustment, any Allocable Common Basis or the deduction of Imputed Interest (and, in each case, that is reasonably expected to have a material effect on the TRA Holders’ rights under this Agreement) without the consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that the Corporate Taxpayer and the Company Cactus LLC shall not be required to take any action action, or refrain from taking any action, that is inconsistent with any provision of the Cactus 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 6.01. Series B Member 6.1 Participation in HIIthe Corporate Taxpayer’s and the CompanyLiberty LLC’s Tax Matters. (a) . Except as otherwise provided herein, HII the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning HII the Corporate Taxpayer and the CompanyLiberty LLC, including without limitation the preparationpreparing, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, HII the Corporate Taxpayer (i) shall notify the Series B Member Representative Agent of, and keep the Series B Member Representative Agent reasonably informed with respect to, the portion of any audit audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) of HII and the Company Corporate Taxpayer or Liberty LLC by a Taxing Authority the outcome of which is reasonably expected to affect any Series B Member’s the rights and obligations of the TRA Holders under this Agreement, and (ii) shall provide to the Series B Member Representative Agent with reasonable opportunity to provide information and other input to HIIthe Corporate Taxpayer, the Company, Liberty LLC 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; a Tax Proceeding, provided, however, that HII the Corporate Taxpayer shall not settle or otherwise resolve any part of a Tax Proceeding described in the previous clause that relates to a Basis Adjustment or the deduction of Imputed Interest (and in each case, that could have a material effect on the Company TRA Holders’ rights under this Agreement) without the consent of the Agent, which consent shall not be unreasonably withheld, conditioned or delayed; provided further, that the Corporate Taxpayer and Liberty LLC shall not be required to take any action action, or refrain from taking any action, that is inconsistent with any provision of the Liberty 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 6.01. Series B Eligible Member Participation in HIIthe Corporation’s and the Company’s Tax Matters. (a) Except as otherwise provided hereinherein or in the LLC Agreement, HII the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning HII the Corporation, the Company and the Companyany Exchanging Subsidiary, 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 the Corporation shall notify the Series B applicable Eligible Member Representative of, and keep the Series B applicable Eligible Member Representative reasonably informed with respect to, the portion of any audit of HII and the Corporation, the Company and any Exchanging Subsidiary by a Taxing Authority the outcome of which is reasonably expected to affect any Series B the applicable Eligible Member’s rights and obligations under this Agreement, and shall provide to the Series B such Eligible Member Representative reasonable opportunity to provide information and other input to HIIthe Corporation, the Company, any Exchanging Subsidiary 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 Corporation, the Company and any Exchanging Subsidiary shall not be required to take any action that is inconsistent with any provision of the LLC Agreement. HII The Corporation and any Exchanging Subsidiary shall not settle or fail to contest any issue pertaining to taxes Taxes that is reasonably expected to adversely affect the Series B Members’ any Member’s rights and obligations under this Agreement without the consent of the Series B each such Member Representativethat is an Eligible Member, such consent not to be unreasonably withheld or delayed. (b) If HIIthe Corporation, 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 Taxable Year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments HII the Corporation will be required to pay to the Series B Members any Member with respect to Taxable Years after and including the taxable year Taxable Year in which the Change Notice is received, HII the Corporation shall deliver prompt written notice of such Change Notice to the Series B Member Representativesuch Member.

No Disputes Consistency Cooperation. Section 6.01. Series B Member 6.01 The Existing Stockholders Representative’s Participation in HII’s and the CompanyCorporation’s Tax Matters. (a) . Except as otherwise provided herein, HII the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning HII and the Companyeach Taxable Entity, including including, without limitation limitation, the preparation, filing or amending amendment of any Tax Return and defendingthe defense, contesting contest, or settling settlement of any issue pertaining to Taxes, subject to a requirement that the Corporation act in good faith in connection with its control of any matter which is reasonably expected to affect any Existing Stockholder’s rights and obligations under this Agreement. Notwithstanding the foregoing, HII the Corporation shall notify the Series B Member Existing Stockholders Representative of, and keep the Series B Member Existing Stockholders Representative reasonably informed with respect to, the portion of any audit of HII and the Company any Taxable Entity by a Taxing Authority the outcome of which is reasonably expected to affect any Series B MemberExisting Stockholder’s rights and obligations under this Agreement, and shall provide to give the Series B Member Existing Stockholders Representative reasonable opportunity to provide information and other input to HII, participate in the Company, and their respective advisors concerning the conduct of any such applicable portion of such audit; Series B Members shall have . Notwithstanding anything herein to 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; providedcontrary, 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 Existing Stockholders Representative, such which consent the Existing Stockholders Representative shall not to be unreasonably withheld withhold, condition or delayed. (b) If HIIdelay, the CompanyCorporation shall not, or any of their respective Subsidiaries receives a 30-day letterand shall cause each other Taxable Entity not to, 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) change any accounting method, or amend or take any position inconsistent with a reduction previously-filed Taxable Entity Return, in each case if such action could materially adversely affect the amount of Realized Pre-IPO Tax Benefit with respect to a Taxable Year preceding the taxable year in which the Change Notice is received or Assets, (ii) seek any guidance from, or initiate any communication with, the Internal Revenue Service or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Pre-IPO Tax Assets, or (iii) settle or otherwise resolve any audit or other challenge by a reduction in Taxing Authority of a material amount relating to Realized Tax Benefits that are the amount subject 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 Representativethis Agreement.