Common use of Non-Preparer Participation Rights Clause in Contracts

Non-Preparer Participation Rights. With respect to a Tax Contest (other than with respect to a Joint Claim) of any Tax Return which could result in a Tax liability for which the Non-Preparer may be liable under this Agreement, (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, (ii) the Preparer shall keep the Non-Preparer updated and informed, and shall consult with the Non-Preparer, (iii) the Preparer shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Preparer shall not settle or compromise such Tax Contest without the prior written consent of the Non-Preparer (which consent shall not be unreasonably withheld or delayed) if the settlement or compromise could have a more than de minimis impact on the Non-Preparer or its Affiliates.

Appears in 10 contracts

Samples: Tax Sharing Agreement (Bandwidth Inc.), Tax Sharing Agreement (Liberty Interactive Corp), Tax Sharing Agreement (Liberty Expedia Holdings, Inc.)

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Non-Preparer Participation Rights. With respect to a Tax Contest (other than with respect to a Joint Claim) of any Tax Return which could result in a Tax liability for which the Non-Preparer may be liable under this Agreement or the reduction in any Tax Benefit to which the Non-Preparer may be entitled to under this Agreement, (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, (ii) the Preparer shall keep the Non-Preparer updated and informed, and shall consult with the Non-Preparer, (iii) the Preparer shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Preparer shall not settle or compromise such Tax Contest without the prior written consent of the Non-Preparer (which consent shall not be unreasonably withheld or delayedwithheld) if the settlement or compromise could have a more than de minimis impact on the Non-Preparer or and the other members of its AffiliatesGroup, taken as a whole.

Appears in 5 contracts

Samples: Tax Sharing Agreement, Tax Sharing Agreement (Gci Liberty, Inc.), Tax Sharing Agreement (Liberty Interactive Corp)

Non-Preparer Participation Rights. With respect to a Tax Contest (other than with respect to a Joint Third Party Claim) of any Tax Return which could result in a Tax liability for which the Non-Preparer may be liable under this Agreement, (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, (ii) the Preparer shall keep the Non-Preparer updated and informed, and shall consult with the Non-Preparer, (iii) the Preparer shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Preparer shall not settle or compromise such Tax Contest without the prior written consent of the Non-Preparer (which consent shall not be unreasonably withheld or delayedwithheld) if the settlement or compromise could have a more than de minimis impact on the Non-Preparer or its Affiliates.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Directv), Tax Sharing Agreement (Liberty Entertainment, Inc.)

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Non-Preparer Participation Rights. With respect to a Tax Contest (other than with respect to a Joint Third Party Claim) of any Tax Return which could result in involves a Tax liability for which the Non-Preparer may be liable under this Agreement, (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, (ii) the Preparer shall keep the Non-Preparer updated and informed, and shall consult with the Non-Preparer, (iii) the Preparer shall act in good faith with a view to the merits in connection with the Tax Contest, and (iv) the Preparer shall not settle or compromise such Tax Contest without the prior written consent of the Non-Preparer (which consent shall not be unreasonably withheld or delayedwithheld) if the settlement or compromise could have a more than de minimis impact on materially adversely affect the Non-Preparer or its AffiliatesPreparer.

Appears in 1 contract

Samples: Tax Sharing Agreement (Liberty Entertainment, Inc.)

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