Common use of Non-Preparer Participation Rights Clause in Contracts

Non-Preparer Participation Rights. With respect to a Tax Contest of any Tax Return which involves a Tax liability for which the Non-Preparer may be liable, or a Tax Benefit for which the Non-Preparer may be entitled, 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 reasonably informed and consult seriously and in good faith with the Non-Preparer and its Tax advisors with respect to any issue relating to such Tax Contest; (iii) the Preparer shall provide the Non-Preparer with copies of all correspondence, notices, and other written materials received from any Tax Authority and shall otherwise keep the Non-Preparer and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax Authority; (iv) the Non-Preparer may request that the Preparer take a position in respect of such Tax Contest, and the Preparer shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code) and (B) the adoption of such position could not reasonably be expected to increase the Taxes or reduce the Tax Benefits allocated to the Preparer pursuant to Section 2 of this Agreement (unless the Non-Preparer agrees to indemnify and hold harmless the Preparer from such increase in Taxes or reduction in Tax Benefits); (v) the Preparer shall provide the Non-Preparer with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Non-Preparer or its Tax advisors may have with respect thereto; and (vi) there will be no settlement, resolution, or closing or other agreement with respect thereto without the consent of the Non-Preparer, which consent shall not be unreasonably withheld.

Non-Preparer Participation Rights. With respect to a Tax Contest of any Tax Return which involves a Tax liability Item for which the Non-Preparer may be liableliable (in the case of Tax Items that increase Tax liability), or a Tax Benefit for which is allocated to the Non-Preparer may be entitled(in the case of Tax Benefits), under this AgreementAgreement (a “Non-Preparer Party Item”), (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, to the extent it relates to a Non-Preparer Party Item; (ii) the Preparer shall keep the Non-Preparer reasonably informed and consult seriously and in good faith with the Non-Preparer and its Tax advisors with respect to any issue relating to such Tax Contesta Non-Preparer Party Item; (iii) the Preparer shall provide the Non-Preparer with copies of all correspondence, notices, and other written materials received from any Tax Authority and shall otherwise keep the Non-Preparer and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax Authority, to the extent related to a Non-Preparer Party Item; (iv) the Non-Preparer may request that the Preparer take a position in respect of such Tax Contesta Non-Preparer Party Item, and the Preparer shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code) and ), (B) the adoption of such position could not reasonably be expected to increase the Taxes or reduce the Tax Benefits allocated to the Preparer pursuant to Section 2 of this Agreement (unless the Non-Preparer agrees to indemnify and hold harmless the Preparer from such increase in Taxes or reduction in Tax Benefits)) and (C) the Non-Preparer agrees to reimburse the Preparer for any reasonable third-party costs that are attributable to the Non-Preparer’s request; (v) the Preparer shall provide the Non-Preparer with a copy of any written submission to be sent to a Taxing Authority to the extent related to a Non-Preparer Party Item prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Non-Preparer or its Tax advisors may have with respect thereto; and (vi) there will be no settlement, resolution, or closing or other agreement with respect thereto to the Non-Preparer Party Item without the consent of the Non-Preparer, which consent shall not be unreasonably withheld.

Non-Preparer Participation Rights. With respect to a Tax Contest of any Tax Return which that involves a Tax liability Item for which the Non-Preparer may be liable, liable (in the case of Tax Items that increase Tax liability) or a Tax Benefit for which that is allocated to the Non-Preparer may be entitled, (in the case of Tax Benefits) under this AgreementAgreement (a “Non-Preparer Party Item”), (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, to the extent it relates to a Non-Preparer Party Item; (ii) the Preparer shall keep the Non-Preparer reasonably informed and consult seriously and in good faith with the Non-Preparer and its Tax advisors with respect to any issue relating to such Tax Contesta Non-Preparer Party Item; (iii) the Preparer shall provide the Non-Preparer with copies of all correspondence, notices, and other written materials received from any Tax Authority and shall otherwise keep the Non-Preparer and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax AuthorityAuthority to the extent related to a Non-Preparer Party Item; (iv) the Non-Preparer may request that the Preparer take a position in respect of such Tax Contesta Non-Preparer Party Item, and the Preparer shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code) and ), (B) the adoption of such position could not reasonably be expected to increase the Taxes or reduce the Tax Benefits allocated to the Preparer pursuant to Section 2 of this Agreement (unless the Non-Preparer agrees to indemnify and hold harmless the Preparer from such increase in Taxes or reduction in Tax Benefits); , and (vC) the Preparer shall provide the Non-Preparer with a copy of agrees to reimburse the Preparer for any written submission reasonable third-party costs that are attributable to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Non-Preparer or its Tax advisors may have with respect thereto; and (vi) there will be no settlement, resolution, or closing or other agreement with respect thereto without the consent of the Non-Preparer, which consent shall not be unreasonably withheld.’s

Non-Preparer Participation Rights. With respect to a Tax Contest of any Tax Return which that involves a Tax liability Item for which the Non-Preparer may be liable, liable (in the case of Tax Items that increase Tax liability) or a Tax Benefit for which that is allocated to the Non-Preparer may be entitled, (in the case of Tax Benefits) under this AgreementAgreement (a “Non-Preparer Party Item”), (i) the Non-Preparer shall, at its own cost and expense, be entitled to participate in such Tax Contest, to the extent it relates to a Non-Preparer Party Item; (ii) the Preparer shall keep the Non-Preparer reasonably informed and consult seriously and in good faith with the Non-Preparer and its Tax advisors with respect to any issue relating to such Tax Contesta Non-Preparer Party Item; (iii) the Preparer shall provide the Non-Preparer with copies of all correspondence, notices, and other written materials received from any Tax Authority and shall otherwise keep the Non-Preparer and its Tax advisors advised of significant developments in the Tax Contest and of significant communications involving representatives of the Tax AuthorityAuthority to the extent related to a Non-Preparer Party Item; (iv) the Non-Preparer may request that the Preparer take a position in respect of such Tax Contesta Non-Preparer Party Item, and the Preparer shall do so provided that (A) there exists substantial authority for such position (within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code) and ), (B) the adoption of such position could not reasonably be expected to increase the Taxes or reduce the Tax Benefits allocated to the Preparer pursuant to Section 2 of this Agreement (unless the Non-Preparer agrees to indemnify and hold harmless the Preparer from such increase in Taxes or reduction in Tax Benefits), and (C) the Non-Preparer agrees to reimburse the Preparer for any reasonable third-party costs that are attributable to the Non-Preparer’s request; (v) the Preparer shall provide the Non-Preparer with a copy of any written submission to be sent to a Taxing Tax Authority to the extent related to a Non-Preparer Party Item prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Non-Preparer or its Tax advisors may have with respect thereto; and (vi) there will be no settlement, resolution, or closing or other agreement with respect thereto to the Non-Preparer Party Item without the consent of the Non-Preparer, which consent shall not be unreasonably withheld.