Common use of Pre-Closing Taxable Periods Clause in Contracts

Pre-Closing Taxable Periods. The Seller shall assume and control (including as to settlements) all proceedings taken in connection with a Tax Claim for any taxable period that ends on or before the Closing Date (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund or contest the Tax Claim in any permissible manner; xrovided, however, that to the extent the Tax Claim relates to the Business, the Purchased Assets or the Transferred Entities or is a Tax Claim for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (i) Buyer shall be entitled to participate fully (at Buyer's expense) in the conduct of such Tax Claim, (ii) the Seller shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Claim and a copy of all documents (or portions thereof) relating to such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (iii) the Seller shall consult with Buyer before taking any significant action in connection with such Tax Claim that might adversely affect Buyer and shall consult with Buyer with respect to any written submissions in connection with such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (iv) the Seller shall defend such Tax Proceeding in good faith and diligently as if the taxpayer whose Tax Return is at issue were the only party in interest in connection with such Tax Claim, and (v) Buyer shall have the right to participate in any conference with any Tax authority which is relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable.

Pre-Closing Taxable Periods. The Seller shall assume indemnify and control hold harmless Purchaser and each Acquired Subsidiary with respect to any and all Taxes that may be imposed on Purchaser or any Acquired Subsidiary or in respect of the Automotive Business (including A) with respect to any Taxable period of any Acquired Subsidiary or any Affiliated Group ending on or prior to the Closing Date or allocated to Seller pursuant to subparagraph (c) of this Section 9.2 relating to Straddle Periods (1) in the case of any Foreign Excluded Taxes and (2) in the case of any other Tax in excess of the amounts accrued with respect to such Tax in Closing Working Capital, (B) to the extent such Taxes arise as to settlementsa result of a breach or inaccuracy of any representation contained in Section 5.12 and not otherwise indemnified under any other section of this Agreement, (C) all proceedings taken in connection with under Section 1.1502-6 of the U.S. Treasury regulations or any comparable state, local or foreign Tax provision governing the liability for Tax of the members of a Tax Claim group or (D) which result from or would not have been imposed but for any action contemplated in Schedule 8.2(x). Notwithstanding the foregoing, Seller will not be liable to Purchaser for any usage or reduction of net operating losses (“NOLs”), tax credits or other tax attributes of any Acquired Subsidiary which otherwise would have been available to Purchaser or an Acquired Subsidiary as a result of any tax audit relating to (i) any taxable period that ends ending on or before the Closing Date (“Pre-Closing Taxable Period”) or (ii) any Straddle Period for which Seller would be responsible pursuant to Section 9.2(c) hereunder or other actions of Seller before or after the Closing Date relating to any Taxes arising in a Pre-Closing Taxable Period provided the NOLs available to Purchaser or the Acquired Subsidiaries in respect of taxable periods beginning after the Closing Date (including selection the portion of counselany Straddle Period for which Purchaser is liable pursuant to Section 9.2(c) andof this Agreement) are no less than 9,761,605 Euros for GDX Automotive Rehburg GmbH & Co. KG, without limiting 10,832,055 Euros for GenCorp GmbH and 4,406,340 Euros for GenCorp Beteiligungs GmbH (“Minimum German NOLs”). If actual German NOLs for any of the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority three (3) foregoing companies is reduced below the Minimum German NOL with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for to such company as a refund result of tax audits relating to a Pre-Closing Taxable Period or contest the Tax Claim in tax audits of any permissible manner; xrovided, however, that Straddle Periods to the extent Straddle Period tax assessments are the Tax Claim relates responsibility of Seller pursuant to Section 9.2(c) hereunder or as a result of any action or failure to act by Seller before or after the BusinessClosing Date, Seller will pay to Purchaser the Purchased Assets or the Transferred Entities or is a Tax Claim for which Buyer actual incremental Taxes of Purchaser or any of its Affiliates (including Acquired Subsidiary due to or resulting from any difference between the Transferred Entities) may be liable, (i) Buyer shall be entitled to participate fully (at Buyer's expense) in actual German NOLs for such German company listed above and the conduct of such Tax Claim, (ii) the Seller shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Claim and a copy of all documents (or portions thereof) relating to such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (iii) the Seller shall consult with Buyer before taking any significant action in connection with such Tax Claim that might adversely affect Buyer and shall consult with Buyer Minimum German NOL with respect to any written submissions in connection with such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (iv) the Seller shall defend such Tax Proceeding in good faith and diligently as if the taxpayer whose Tax Return is at issue were the only party in interest in connection with such Tax Claim, and (v) Buyer shall have the right to participate in any conference with any Tax authority which is relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liablecompany.

Pre-Closing Taxable Periods. The Seller (i) Parent (or such member of the Parent Group as Parent shall assume designate) shall have the sole right to represent the interests of the GMACCH Companies in any Legal Proceeding which involves the Parent Consolidated Group or a Combined Return filed by a member of the Parent Group relating to Pre-Closing Taxable Periods (or to any Straddle Period for which Investor has no Tax Liability) and control (including as to settlements) all proceedings taken in connection with employ counsel of its choice at its own expense. Parent shall not settle any dispute relating to a Tax Claim for any taxable period that ends on or before the Closing Date (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund or contest the Tax Claim in any permissible manner; xrovided, however, that to the extent the Tax Claim relates to the Business, the Purchased Assets or the Transferred Entities or is a Tax Claim Liability for which Buyer Parent is liable attributable to any of the GMACCH Companies if such proposed settlement will have a material adverse impact on the Company or any of its Affiliates (including the Transferred Entities) may be liable, (i) Buyer shall be entitled to participate fully (at Buyer's expense) in the conduct of such Tax Claim, (ii) the Seller shall provide Buyer with a timely and reasonably detailed account of each stage of such Tax Claim and a copy of all documents (or portions thereof) relating to such Tax Claim which are relevant to any Tax Subsidiaries for periods for which Buyer or any the Parent is not indemnifying Company without the consent of its Affiliates (including the Transferred Entities) may be liable, (iii) the Seller shall consult with Buyer before taking any significant action in connection with such Tax Claim that might adversely affect Buyer and shall consult with Buyer with respect to any written submissions in connection with such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (iv) the Seller shall defend such Tax Proceeding in good faith and diligently as if the taxpayer whose Tax Return is at issue were the only party in interest in connection with such Tax Claim, and (v) Buyer Company. The Company shall have the right to participate observe and attend any meetings or proceedings related to the audit of such Tax Returns to the extent related to the GMACCH Companies. The Company shall have the right to review and comment on any written materials to be submitted by or on behalf of Parent with respect to such meetings or proceedings. All costs, fees and expenses paid to third parties in the course of such Legal Proceeding (not related to the Company’s participation and review rights) shall be borne by Parent. In the event that any party hereto retains its own advisors or experts in connection with any such Legal Proceeding, the costs and expenses thereof shall be borne solely by such party. (ii) For all other Pre-Closing Taxable Period Legal Proceedings not described in Section 7.7(b)(i) above, Parent and the Company jointly shall represent the interests of the GMACCH Companies in any conference with any Tax authority which is relevant Legal Proceeding relating to Pre-Closing Taxable Periods (or to any Tax Straddle Period for which Buyer Investor has no Tax Liability). Neither party shall settle any dispute relating to a Tax Liability attributable to any of the GMACCH Companies without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if Parent proposes to accept a settlement of such a Tax Liability (and such proposed settlement does not have a materially adverse impact on the Company or any of its Affiliates Subsidiaries for Post-Closing Taxable Periods (including or the Transferred Entitiesportion of the Straddle Period not allocated to the Seller), and the Company does not consent thereto, the Liability of Parent and Seller under this ARTICLE VII in respect of such Tax Liability shall be limited as of the date the settlement would have been accepted but for the Company’s failure to consent (the “Rejected Settlement Date”) may to the portion of the proposed settlement amount attributable to the Pre-Closing Taxable Period. All costs, fees and expenses paid to third parties in the course of such Legal Proceeding shall be liableborne by Parent until the Rejected Settlement Date, and shall thereafter be borne by the Company. In the event that any party hereto retains its own advisors or experts in connection with any such Legal Proceeding, the costs and expenses thereof shall be borne solely by such party.

Pre-Closing Taxable Periods. The Seller Diageo shall assume and control have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (including as to settlementsa "TAX PROCEEDING") all proceedings taken (A) in connection with respect of a Tax Claim Business Entity for any taxable period that ends on or before the Closing Date or (including selection B) involving a challenge to the qualification of counsel) andthe Merger as a tax-free "reorganization" within the meaning of Code Section 368; PROVIDED, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund or contest the Tax Claim in any permissible manner; xrovided, howeverHOWEVER, that to the extent the (i) insofar as any such Tax Claim Proceeding relates to the Businessmatters set forth in clause (A) or (B) above, the Purchased Assets or the Transferred Entities or is a Tax Claim for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (i) Buyer shall be entitled to participate fully (at Buyer's expense) in the conduct of such Tax Claim, (ii) the Seller Diageo shall provide Buyer General Xxxxx with a timely and reasonably detailed account of each stage of such Tax Claim Proceeding and a copy (ii) in the case of all documents (or portions thereof) relating to such Tax Claim which are relevant to any Tax for which Buyer Proceeding involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368 on the basis (in whole or in part) of the inaccuracy of any of its Affiliates (including the Transferred Entities) may be liablerepresentations made by General Xxxxx and Merger Sub in Section 7.2, (iiiI) the Seller Diageo shall consult with Buyer General Xxxxx before taking any significant action in connection with such Tax Claim that might adversely affect Buyer and Proceeding, (II) Diageo shall consult with Buyer with respect General Xxxxx and offer General Xxxxx an opportunity to comment before submitting any written submissions materials prepared or furnished in connection with such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liableProceeding, (ivIII) the Seller Diageo shall defend such Tax Proceeding diligently and in good faith and diligently as if the taxpayer whose Tax Return is at issue it were the only party in interest in connection with such Tax ClaimProceeding, (IV) General Xxxxx shall be entitled to participate in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority or other Governmental Authority, and (vV) Buyer Diageo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of General Xxxxx. Notwithstanding any other provision, none of the General Xxxxx Tax Indemnitors shall have any obligation whatsoever pursuant to Section 7.3(b)(ii) arising from a Tax Proceeding described in clause (B) above, if Diageo fails to comply with the right covenant set forth in clause (i) above in connection with such Tax Proceeding, fails to consult with General Xxxxx before taking any significant action in connection with such Tax Proceeding, fails to consult with General Xxxxx and offer General Xxxxx an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, fails to defend such Tax Proceeding diligently and in good faith as if Diageo were the only party in interest in connection with such Tax Proceeding, fails to provide General Xxxxx with an opportunity to participate in such Tax Proceeding or fails to provide General Xxxxx with copies of any conference with written materials relating to such Tax Proceeding that are received from the relevant Taxing A-48 <PAGE> Authority or other Governmental Authority or if Diageo settles, compromises or abandons any such Tax authority which Proceeding without obtaining the prior written consent (except to the extent such consent is relevant to any Tax for which Buyer or any unreasonably withheld) of its Affiliates (including the Transferred Entities) may be liableGeneral Xxxxx.

Pre-Closing Taxable Periods. The Seller Diageo shall assume and control have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (including as to settlementsa "Tax Proceeding") all proceedings taken (A) in connection with respect of a Tax Claim Business Entity for any taxable period that ends on or before the Closing Date or (including selection B) involving a challenge to the qualification of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay Merger as a tax-free "reorganization" within the Tax claimed and sue for a refund or contest the Tax Claim in any permissible mannermeaning of Code Section 368; xrovidedprovided, however, that to the extent the (i) insofar as any such Tax Claim Proceeding relates to the Businessmatters set forth in clause (A) or (B) above, the Purchased Assets or the Transferred Entities or is a Tax Claim for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (i) Buyer shall be entitled to participate fully (at Buyer's expense) in the conduct of such Tax Claim, (ii) the Seller Diageo shall provide Buyer General Mills with a timely and reasonably detailed account of each stage of such xxxx Tax Claim Proceeding and a copy (ii) in the case of all documents (or portions thereof) relating to such Tax Claim which are relevant to any Tax for which Buyer Proceeding involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368 on the basis (in whole or in part) of the inaccuracy of any of its Affiliates (including the Transferred Entities) may be liablerepresentations made by General Mills and Merger Sub in Section 7.2, (iiiI) the Seller Diageo shall consult with Buyer Gexxxxx Mills before taking any significant action in connection with such Tax Claim that might adversely affect Buyer and Xxxceeding, (II) Diageo shall consult with Buyer with respect General Mills and offer General Mills an opportunity to comment before submitxxxx any written submissions materiaxx xxepared or furnished in connection with such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liableProceeding, (ivIII) the Seller Diageo shall defend such Tax Proceeding diligently and in good faith and diligently as if the taxpayer whose Tax Return is at issue it were the only party in interest in connection with such Tax ClaimProceeding, (IV) General Mills shall be entitled to participate in such Tax Proceeding and recxxxx copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority or other Governmental Authority, and (vV) Buyer Diageo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of General Mills. Notwithstanding any other provision, none of the General Mills Xxx Indemnitors shall have any obligation whatsoever pursuant tx Xxxtion 7.3(b)(ii) arising from a Tax Proceeding described in clause (B) above, if Diageo fails to comply with the right covenant set forth in clause (i) above in connection with such Tax Proceeding, fails to consult with General Mills before taking any significant action in connection with such Tax Xxxceeding, fails to consult with General Mills and offer General Mills an opportunity to comment before submitxxxx any written materiaxx xxepared or furnished in connection with such Tax Proceeding, fails to defend such Tax Proceeding diligently and in good faith as if Diageo were the only party in interest in connection with such Tax Proceeding, fails to provide General Mills with an opportunity to participate in such Tax Proceeding or faxxx xo provide General Mills with copies of any conference with written materials relating to such Tax Procexxxxx that are received from the relevant Taxing Authority or other Governmental Authority or if Diageo settles, compromises or abandons any such Tax authority which Proceeding without obtaining the prior written consent (except to the extent such consent is relevant to any Tax for which Buyer or any unreasonably withheld) of its Affiliates (including the Transferred Entities) may be liableGeneral Mills.

Pre-Closing Taxable Periods. The Seller Diageo shall assume and control have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (including as to settlementsa "Tax Proceeding") all proceedings taken (A) in connection with respect of a Tax Claim Business Entity for any taxable period that ends on or before the Closing Date or (including selection B) involving a challenge to the qualification of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay Merger as a tax-free "reorganization" within the Tax claimed and sue for a refund or contest the Tax Claim in any permissible mannermeaning of Code Section 368; xrovidedprovided, however, that to the extent the (i) insofar as any such Tax Claim Proceeding relates to the Businessmatters set forth in clause (A) or (B) above, the Purchased Assets or the Transferred Entities or is a Tax Claim for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (i) Buyer shall be entitled to participate fully (at Buyer's expense) in the conduct of such Tax Claim, (ii) the Seller Diageo shall provide Buyer General Mills with a timely and reasonably detailed account of each stage of such xxxx Tax Claim Proceeding and a copy (ii) in the case of all documents (or portions thereof) relating to such Tax Claim which are relevant to any Tax for which Buyer Proceeding involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368 on the basis (in whole or in part) of the inaccuracy of any of its Affiliates (including the Transferred Entities) may be liablerepresentations made by General Mills and Merger Sub in Section 7.2, (iiiI) the Seller Diageo shall consult with Buyer Gexxxxx Mills before taking any significant action in connection with such Tax Claim that might adversely affect Buyer and Xxxceeding, (II) Diageo shall consult with Buyer with respect General Mills and offer General Mills an opportunity to comment before submitxxxx any written submissions materiaxx xxepared or furnished in connection with such Tax Claim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liableProceeding, (ivIII) the Seller Diageo shall defend such Tax Proceeding diligently and in good faith and diligently as if the taxpayer whose Tax Return is at issue it were the only party in interest in connection with such Tax ClaimProceeding, (IV) General Mills shall be entitled to participate in such Tax Proceeding and recxxxx copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority or other Governmental Authority, and (vV) Buyer Diageo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, of General Mills. Notwithstanding any other provision, none of the General Mills Xxx Indemnitors shall have any obligation whatsoever pursuant tx Xxxtion 7.3(b)(ii) arising from a Tax Proceeding described in clause (B) above, if Diageo fails to comply with the right covenant set forth in clause (i) above in connection with such Tax Proceeding, fails to consult with General Mills before taking any significant action in connection with such Tax Xxxceeding, fails to consult with General Mills and offer General Mills an opportunity to comment before submitxxxx any written materiaxx xxepared or furnished in connection with such Tax Proceeding, fails to defend such Tax Proceeding diligently and in good faith as if Diageo were the only party in interest in connection with such Tax Proceeding, fails to provide General Mills with an opportunity to participate in such Tax Proceeding or faxxx xo provide General Mills with copies of any conference with written materials relating to such Tax Procexxxxx that are received from the relevant Taxing Authority or other Governmental Authority or if Diageo settles, compromises or abandons any such Tax authority which Proceeding without obtaining the prior written consent (except to the extent such consent is relevant to any Tax for which Buyer or any unreasonably withheld) of its Affiliates (including the Transferred Entities) may be liableGeneral Mills.