Common use of No Disputes Consistency Cooperation Clause in Contracts

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.

Appears in 1 contract

Samples: Tax Receivable Agreement

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No Disputes Consistency Cooperation. Section 6.1 Participation in the Corporate Taxpayer’s and Parsley EnergyOpCo’s Tax Matters. Except as otherwise provided herein, and except as provided in the LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Parsley EnergyOpCo, 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 the TRA Party Representative of, and keep Agent the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Parsley Energy OpCo by a Taxing Authority the outcome of which is reasonably expected to materially affect the rights and obligations of the a TRA Holders Party under this Agreement, and shall provide to Agent the TRA Party Representative reasonable opportunity to provide information and other input to the Corporate Taxpayer, Parsley Energy OpCo and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Parsley Energy OpCo shall not be required to take any action that is inconsistent with any provision of the Parsley Energy LLC Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement

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 Taxpayer and their respective its 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.

Appears in 1 contract

Samples: Tax Receivable Agreement

No Disputes Consistency Cooperation. Section 6.1 Participation in the Corporate Taxpayer’s and Parsley EnergyAHLLC’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 EnergyAHLLC, 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 a TRA Party of, and keep Agent the TRA Party reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Parsley Energy AHLLC by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the such TRA Holders Party under this Agreement, and shall provide to Agent each such TRA Party reasonable opportunity to provide information and other input to the Corporate Taxpayer, Parsley Energy AHLLC and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Parsley Energy AHLLC shall not be required to take any action that is inconsistent with any provision of the Parsley Energy LLC Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement

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No Disputes Consistency Cooperation. Section 6.1 Participation in the Corporate Taxpayer’s and Parsley EnergyOpCo’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 EnergyOpCo, 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 the TRA Party Representative of, and keep Agent the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Parsley Energy OpCo by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the a TRA Holders Party under this Agreement, and shall provide to Agent the TRA Party Representative reasonable opportunity to provide information and other input to the Corporate Taxpayer, Parsley Energy OpCo and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Parsley Energy OpCo shall not be required to take any action that is inconsistent with any provision of the Parsley Energy LLC Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement

No Disputes Consistency Cooperation. Section 6.1 6.1. Participation in the Corporate Taxpayer’s and Parsley EnergyEBS’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 EnergyEBS, 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 the ITR Entity of, and keep Agent the ITR Entity reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Parsley Energy EBS by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TRA Holders ITR Entity under this Agreement, and shall provide to Agent the ITR Entity reasonable opportunity to provide information and other input to the Corporate Taxpayer, Parsley Energy EBS and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Parsley Energy EBS shall not be required to take any action that is inconsistent with any provision of the Parsley Energy LLC Agreement.

Appears in 1 contract

Samples: Tax Receivable Agreement

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