Common use of Participation in the Corporate Taxpayer’s and EBS’s Tax Matters Clause in Contracts

Participation in the Corporate Taxpayer’s and EBS’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and EBS, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the ITR Entity of, and keep the ITR Entity reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and EBS by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the ITR Entity under this Agreement, and shall provide to the ITR Entity reasonable opportunity to provide information and other input to the Corporate Taxpayer, EBS and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and EBS shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.

Participation in the Corporate Taxpayer’s and EBS’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and EBS, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the ITR Entity Equity Plan Members of, and keep the ITR Entity Equity Plan Members reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and EBS by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the ITR Entity Equity Plan Members under this Agreement, and shall provide to the ITR Entity Equity Plan Members reasonable opportunity to provide information and other input to the Corporate Taxpayer, EBS and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and EBS shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.