Common use of Notice; Contest Clause in Contracts

Notice; Contest. Whenever Distributing or Controlled receives in writing from the IRS or any other taxing authority notice of an Adjustment which may give rise to a payment from the other Party under this Agreement, Distributing or Controlled (as the case may be) shall give notice of the Adjustment to the other Party within 10 business days of becoming aware of such receipt, but in no case less than 30 days before Distributing or Controlled, as the case may be, is required to respond to the IRS or other taxing authority. The Indemnifying Party shall, at its cost and expense, have control over all matters with respect to which such Party has an indemnification or payment obligation pursuant to this Agreement. The foregoing notwithstanding, the Indemnified Party and its representatives, at the Indemnified Party's expense, shall be entitled to participate in all conferences, meetings, and proceedings with respect thereto and shall be entitled to consult with the Indemnifying Party with respect to all such matters. If the IRS or any other taxing authority proposes to disallow any of the deductions required to be taken by a member of the Distributing or Controlled Group pursuant to Section 7 of this Agreement, Distributing or Controlled, as the case may be, shall contest such proposed disallowance, or shall cause such disallowance to be contested to a Final Determination unless otherwise agreed by the Parties in writing.

Notice; Contest. Whenever Distributing LS or Controlled Solutia receives in writing from --------------- the IRS or any other taxing authority notice of an Adjustment which may give rise to a payment from the other Party party under this Agreement, Distributing LS or Controlled Solutia (as the case may be) shall give notice of the Adjustment to the other Party party within 10 business 30 days of becoming aware of such receipt, but in no case less than 30 days before Distributing LS or ControlledSolutia, as the case may be, is required to respond to the IRS or any other taxing authority. The Indemnifying Party shall, at its cost and expense, have control over all matters with respect to which such Party party has an indemnification or payment obligation pursuant to this AgreementAgreement (other than Section 6(g) hereof). The foregoing notwithstanding, the Indemnified Party and its representatives, at the Indemnified Party's expense, shall be entitled to participate in all conferences, meetings, and proceedings with respect thereto and shall be entitled to consult with the Indemnifying Party with respect to all such matters. If Notwithstanding the foregoing, if the IRS or any other taxing authority proposes to disallow any of the deductions required to be taken by a member of the Distributing LS or Controlled Solutia Group pursuant to Section 7 of this Agreement, Distributing LS or ControlledSolutia, as the case may be, shall contest such proposed disallowance, or shall cause such disallowance to be contested to a Final Determination unless otherwise agreed by the Parties parties in writing.

Notice; Contest. Whenever Distributing LS or Controlled Chem receives in writing from the IRS or any other taxing authority notice of an Adjustment which may give rise to a payment from the other Party party under this Agreement, Distributing LS or Controlled Chem (as the case may be) shall give notice of the Adjustment to the other Party party within 10 business 30 days of becoming aware of such receipt, but in no case less than 30 days before Distributing LS or ControlledChem, as the case may be, is required to respond to the IRS or any other taxing authority. The Indemnifying Party shall, at its cost and expense, have control over all matters with respect to which such Party party has an indemnification or payment obligation pursuant to this AgreementAgreement (other than Section 6(g) hereof). The foregoing notwithstanding, the Indemnified Party and its representatives, at the Indemnified Party's expense, shall be entitled to participate in all conferences, meetings, and proceedings with respect thereto and shall be entitled to consult with the Indemnifying Party with respect to all such matters. If Notwithstanding the foregoing, if the IRS or any other taxing authority proposes to disallow any of the deductions required to be taken by a member of the Distributing LS or Controlled Chem Group pursuant to Section 7 of this Agreement, Distributing LS or ControlledChem, as the case may be, shall contest such proposed disallowance, or shall cause such disallowance to be contested to a Final Determination unless otherwise agreed by the Parties parties in writing.

Notice; Contest. Whenever Distributing LS or Controlled Solutia receives in writing from the IRS or any other taxing authority notice of an Adjustment which may give rise to a payment from the other Party party under this Agreement, Distributing LS or Controlled Solutia (as the case may be) shall give notice of the Adjustment to the other Party party within 10 business 30 days of becoming aware of such receipt, but in no case less than 30 days before Distributing LS or ControlledSolutia, as the case may be, is required to respond to the IRS or any other taxing authority. The Indemnifying Party shall, at its cost and expense, have control over all matters with respect to which such Party party has an indemnification or payment obligation pursuant to this AgreementAgreement (other than Section 6(g) hereof). The foregoing notwithstanding, the Indemnified Party and its representatives, at the Indemnified Party's expense, shall be entitled to participate in all conferences, meetings, and proceedings with respect thereto and shall be entitled to consult with the Indemnifying Party with respect to all such matters. If Notwithstanding the foregoing, if the IRS or any other taxing authority proposes to disallow any of the deductions required to be taken by a member of the Distributing LS or Controlled Solutia Group pursuant to Section 7 of this Agreement, Distributing LS or ControlledSolutia, as the case may be, shall contest such proposed disallowance, or shall cause such disallowance to be contested to a Final Determination unless otherwise agreed by the Parties parties in writing.