Common use of Other Spinco Tax Returns Clause in Contracts

Other Spinco Tax Returns. Except as otherwise provided in Section 5.02(a), (b) or (c), Spinco shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return of a Spinco Entity, provided that to the extent that such Tax Proceeding relates to IP Taxes or would reasonably be expected to materially adversely affect the Tax position of IP or any IP Entity, Spinco shall (A) keep IP informed in a timely manner of the actions proposed to be taken by Spinco with respect to such Tax Proceeding, (B) permit IP to participate in the aspects of such Tax Proceeding that relate to IP Taxes and (C) not settle any aspect of such Tax Proceeding that relates to IP Taxes without the prior written consent of IP, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of IP and obligations of Spinco set forth above shall not apply if and to the extent that Spinco elects in writing to forgo its right to indemnification in respect of the IP Taxes that are the subject of such Tax Proceeding.

Other Spinco Tax Returns. Except as otherwise provided in Section 5.02(a5.02(c), (b) or (c), Spinco SpinCo shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return of a Spinco EntityTransferred Entity or any Excluded Tax Return, provided that to the extent that such Tax Proceeding relates to IP GPC Taxes or would reasonably be expected to materially adversely affect the Tax position of IP GPC or any IP GPC Group Entity, Spinco SpinCo shall (A) keep IP GPC informed in a timely manner of the actions proposed to be taken by Spinco SpinCo with respect to such Tax Proceeding, (B) permit IP GPC to participate in the aspects of such Tax Proceeding that relate to IP GPC Taxes and (C) not settle any aspect of such Tax Proceeding that relates to IP GPC Taxes without the prior written consent of IPGPC, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of IP GPC and obligations of Spinco SpinCo set forth above shall not apply if and to the extent that Spinco SpinCo elects in writing to forgo its right to indemnification in respect of the IP any GPC Taxes that are the subject of such Tax Proceeding.