Common use of Notice of Audit Clause in Contracts

Notice of Audit. If notice of any claim, audit, examination, or other proposed change or adjustment by any Taxing Authority, as well as any notice of assessment and any notice and demand for payment, concerning any Taxes for any taxable period (or portion thereof) ending on or before the Closing Date (a "Tax Proceeding") shall be received by DCP, DCP shall promptly inform HOLDINGS in writing of such Tax Proceeding. HOLDINGS shall have the right, at its expense to represent the interests of GSRLLC and GSRI (and, with respect to Pine Tree, DCP shall not object to HOLDINGS representing its interests) and control the prosecution, defense and settlement of any Tax Proceeding relating exclusively to taxable periods ending on or before the Closing Date. DCP shall represent, at its expense, the interests of the LLCs in any Tax Proceeding relating to any taxable period that begins on or before the Closing Date and ends after the Closing Date; provided, however, that (i) DCP shall allow HOLDINGS and its counsel to participate in any such Tax Proceeding at HOLDINGS' sole expense; (ii) DCP shall keep HOLDINGS fully and timely informed with respect to the commencement, status and nature of such Tax Proceeding; and (iii) if the results of any such Tax Proceeding involve an issue that is otherwise the subject of indemnification by HOLDINGS under this Agreement or for which a refund may be available to HOLDINGS, then DCP and HOLDINGS shall, subject to the indemnification procedures set forth in Article X, jointly control the prosecution, defense and settlement of any such Tax Proceeding, each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld. 33

Notice of Audit. If notice of any claim, audit, examination, or other proposed change or adjustment by any Taxing Tax Authority, as well as any notice of assessment and any notice and demand for payment, concerning any Taxes for any taxable period (or portion thereof) ending on or before the Closing Date (a "“Tax Proceeding"”) shall be received by DCPthe JV, DCP the Parties shall cause the JV to promptly inform HOLDINGS MIDSTREAM in writing of such Tax Proceeding. HOLDINGS MIDSTREAM shall have the right, at its expense to represent the interests of GSRLLC the JV, FCV and GSRI ELP (and, with respect to Pine TreeDPS and DGT, DCP MLP shall similarly inform MIDSTREAM in writing of such Tax Proceeding and shall not object to HOLDINGS MIDSTREAM representing its interests) and control the prosecution, defense and settlement of any Tax Proceeding relating exclusively to taxable periods ending on or before the Closing Date. DCP MIDSTREAM shall represent, at its expense, the interests of the LLCs Operated Entities in any Tax Proceeding relating to any taxable period that begins on or before the Closing Date and ends after the Closing Date; provided, however, that (i) DCP MIDSTREAM shall allow HOLDINGS MLP and its counsel to participate in any such Tax Proceeding at HOLDINGS' MLP’s sole expense; (ii) DCP MIDSTREAM shall keep HOLDINGS MLP fully and timely informed with respect to the commencement, status and nature of such Tax Proceeding; and (iii) if the results of any such Tax Proceeding involve an issue that is otherwise the subject of indemnification by HOLDINGS MIDSTREAM under this Agreement or for which a refund may be available to HOLDINGSMIDSTREAM, then DCP MLP and HOLDINGS MIDSTREAM shall, subject to the indemnification procedures set forth in Article X, jointly control the prosecution, defense and settlement of any such Tax Proceeding, each party Party shall cooperate with the other party Party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other partyParty, which consent shall not be unreasonably withheld. 33.

Notice of Audit. If notice of any claim, audit, examination, or other proposed change or adjustment by any Taxing Authority, as well as any notice of assessment and any notice and demand for payment, concerning any Taxes for any taxable period (or portion thereof) ending on or before the Closing Date (a "Tax Proceeding") shall be received by DCP, DCP shall promptly inform HOLDINGS in writing of such Tax Proceeding. HOLDINGS shall have the right, at its expense to represent the interests of GSRLLC and GSRI (and, with respect to Pine Tree, DCP shall not object to HOLDINGS representing its interests) and control the prosecution, defense and settlement of any Tax Proceeding relating exclusively to taxable periods ending on or before the Closing Date. DCP shall represent, at its expense, the interests of the LLCs in any Tax Proceeding relating to any taxable period that begins on or before the Closing Date and ends after the Closing Date; provided, however, that (i) DCP shall allow HOLDINGS and its counsel to participate in any such Tax Proceeding at HOLDINGS' sole expense; (ii) DCP shall keep HOLDINGS fully and timely informed with respect to the commencement, status and nature of such Tax Proceeding; and (iii) if the results of any such Tax Proceeding involve an issue that is otherwise the subject of indemnification by HOLDINGS under this Agreement or for which a refund may be available to HOLDINGS, then DCP and HOLDINGS shall, subject to the indemnification procedures set forth in Article X, jointly control the prosecution, defense and settlement of any such Tax Proceeding, each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld. 33.

Notice of Audit. If notice of any claim, audit, examination, or other proposed change or adjustment by any Taxing Tax Authority, as well as any notice of assessment and any notice and demand for payment, concerning any Taxes for any taxable period (or portion thereof) ending on or before the Closing Date (a "“Tax Proceeding"”) shall be received by DCPMLP, DCP MLP shall promptly inform GSR HOLDINGS in writing of such Tax Proceeding. GSR HOLDINGS shall have the right, at its expense to represent the interests of GSRLLC and GSRI (and, with respect to Pine Tree, DCP shall not object to HOLDINGS representing its interests) any of the Entities and control the prosecution, defense and settlement of any Tax Proceeding relating exclusively to taxable periods ending on or before the Closing Date. DCP MLP shall represent, at its expense, the interests of the LLCs Entities in any Tax Proceeding relating to any taxable period that begins on or before the Closing Date and ends after the Closing Date; provided, however, that (i) DCP MLP shall allow GSR HOLDINGS and its counsel to participate in any such Tax Proceeding at GSR HOLDINGS' ’ sole expense; (ii) DCP MLP shall keep GSR HOLDINGS fully and timely informed with respect to the commencement, status and nature of such Tax Proceeding; and (iii) if the results of any such Tax Proceeding involve an issue that is otherwise the subject of indemnification by GSR HOLDINGS under this Agreement or for which a refund may be available to GSR HOLDINGS, then DCP MLP and GSR HOLDINGS shall, subject to the indemnification procedures set forth in Article X, jointly control the prosecution, defense and settlement of any such Tax Proceeding, each party Party shall cooperate with the other party Party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other partyParty, which consent shall not be unreasonably withheld. 33.