Participation in Contest. If a Tax Claim, including the ------------------------ assertion of any such claim during the audit process, is asserted against the Company, the Company shall give each Indemnifying Shareholder prompt notice of the claim (setting forth in reasonable detail the nature, basis and amount of the claim) (a "Tax Notice") and, provided an Indemnifying Shareholder acknowledges in writing the Indemnifying Shareholder's obligation to indemnify the Company in accordance with this section 4 (an "Acknowledging Indemnifying Shareholder"), that Acknowledging Indemnifying Shareholder shall be entitled, at the Acknowledging Indemnifying Shareholder's own expense, to participate in the defense of the claim (it being understood that, subject to section 4.3, control of the defense will remain with the Company, but the Company may not agree to any settlement or compromise of the claim without the written consent of Acknowledging Indemnifying Shareholders liable for at least one-half of the indemnification liability under this section 4, which consent may not be unreasonably withheld).
Participation in Contest. In connection with any dispute potentially affecting the tax liability of a Protected Party, including a dispute relating to the Section 704(c) method described in Section 2 hereof or the allocation of indebtedness under Section 752, at the election of and expense of the Protected Party Representative, counsel or accountant elected by the Protected Party Representative shall have the right to be present at and participate in any litigation with or administrative hearing before the Internal Revenue Service, and the Company will not settle any such dispute without first consulting with the Protected Party Representative and giving full, fair and deliberate consideration to its recommendations and suggestions. As the Company makes its decision with respect to any litigation or administrative hearing with the IRS, the Company will consider the intentions of the parties as reflected in this agreement and the relative economic impact of the proposed settlement on FCEI and the Protected Parties such that the method selected is as neutral to FCEI as possible.
Participation in Contest. If Tenant shall be involved in any dispute with respect to the payment of any claim as set forth in this Section in excess of Fifty Thousand Dollars ($50,000), Landlord may, at its option, elect to observe or passively participate in any suit, arbitration, or other settlement procedure with respect thereto. Any such participation by Landlord shall be at Landlord's sole cost and expense, and Landlord shall have no right or power to control the conduct or outcome of such suit, arbitration or settlement.
