Common use of Pre-Closing Taxable Periods Clause in Contracts

Pre-Closing Taxable Periods. Diageo shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a "Tax Proceeding") (A) in respect of a Business Entity for any taxable period that ends on or before the Closing Date or (B) involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368; provided, however, that (i) insofar as any such Tax Proceeding relates to the matters set forth in clause (A) or (B) above, Diageo shall provide General Mills with a timely and reasonably detailed account of each stage of xxxx Tax Proceeding and (ii) in the case of any Tax 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 the representations made by General Mills and Merger Sub in Section 7.2, (I) Diageo shall consult with Gexxxxx Mills before taking any significant action in connection with such Tax Xxxceeding, (II) Diageo shall 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, (III) Diageo shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (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 (V) 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 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 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 Proceeding without obtaining the prior written consent (except to the extent such consent is unreasonably withheld) of General Mills.

Pre-Closing Taxable Periods. Diageo shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a "Tax ProceedingTAX PROCEEDING") (A) in respect of a Business Entity for any taxable period that ends on or before the Closing Date or (B) involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368; providedPROVIDED, howeverHOWEVER, that (i) insofar as any such Tax Proceeding relates to the matters set forth in clause (A) or (B) above, Diageo shall provide General Mills Xxxxx with a timely and reasonably detailed account of each stage of xxxx such Tax Proceeding and (ii) in the case of any Tax 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 the representations made by General Mills Xxxxx and Merger Sub in Section 7.2, (I) Diageo shall consult with Gexxxxx Mills General Xxxxx before taking any significant action in connection with such Tax XxxceedingProceeding, (II) Diageo shall consult with General Mills Xxxxx and offer General Mills Xxxxx an opportunity to comment before submitxxxx submitting any written materiaxx xxepared materials prepared or furnished in connection with such Tax Proceeding, (III) Diageo shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (IV) General Mills Xxxxx shall be entitled to participate in such Tax Proceeding and recxxxx receive copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority or other Governmental Authority, and (V) 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 MillsXxxxx. Notwithstanding any other provision, none of the General Mills Xxx Xxxxx Tax Indemnitors shall have any obligation whatsoever pursuant tx Xxxtion to Section 7.3(b)(ii) arising from a Tax Proceeding described in clause (B) above, if Diageo fails to comply with the covenant set forth in clause (i) above in connection with such Tax Proceeding, fails to consult with General Mills Xxxxx before taking any significant action in connection with such Tax XxxceedingProceeding, fails to consult with General Mills Xxxxx and offer General Mills Xxxxx an opportunity to comment before submitxxxx submitting any written materiaxx xxepared 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 Mills Xxxxx with an opportunity to participate in such Tax Proceeding or faxxx xo fails to provide General Mills Xxxxx with copies of any written materials relating to such Tax Procexxxxx 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 Proceeding without obtaining the prior written consent (except to the extent such consent is unreasonably withheld) of General Mills.Xxxxx. (c)

Pre-Closing Taxable Periods. Diageo shall have the right to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (a "Tax Proceeding") (A) in respect of a Business Entity for any taxable period that ends on or before the Closing Date or (B) involving a challenge to the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368; provided, however, that (i) insofar as any such Tax Proceeding relates to the matters set forth in clause (A) or (B) above, Diageo shall provide General Mills with a timely and reasonably detailed account of each stage of xxxx Tax Proceeding and (ii) in the case of any Tax 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 the representations made by General Mills and Merger Sub in Section 7.2, (I) Diageo shall consult with Gexxxxx Mills before taking any significant action in connection with such Tax Xxxceeding, (II) Diageo shall 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, (III) Diageo shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (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 (V) 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 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 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 Proceeding without obtaining the prior written consent (except to the extent such consent is unreasonably withheld) of General Mills.clause

Pre-Closing Taxable Periods. Diageo The Seller shall have the right assume and control (including as to control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Taxing Authority (settlements) all proceedings taken in connection with a "Tax Proceeding") (A) in respect of a Business Entity 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 (B) involving 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 challenge to refund or contest the qualification of the Merger as a tax-free "reorganization" within the meaning of Code Section 368Tax Claim in any permissible manner; providedxrovided, 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) insofar as any Buyer shall be entitled to participate fully (at Buyer's expense) in the conduct of such Tax Proceeding relates to Claim, (ii) the matters set forth in clause (A) or (B) above, Diageo Seller shall provide General Mills Buyer with a timely and reasonably detailed account of each stage of xxxx such Tax Proceeding Claim and a copy of all documents (iior portions thereof) in the case of relating to such Tax Claim which are relevant to any Tax 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 for which Buyer or in part) of the inaccuracy of any of its Affiliates (including the representations made by General Mills and Merger Sub in Section 7.2Transferred Entities) may be liable, (Iiii) Diageo the Seller shall consult with Gexxxxx Mills Buyer before taking any significant action in connection with such Tax Xxxceeding, (II) Diageo Claim that might adversely affect Buyer and shall consult with General Mills and offer General Mills an opportunity Buyer with respect to comment before submitxxxx any written materiaxx xxepared or furnished submissions in connection with such Tax ProceedingClaim which are relevant to any Tax for which Buyer or any of its Affiliates (including the Transferred Entities) may be liable, (IIIiv) Diageo the Seller shall defend such Tax Proceeding diligently and in good faith and diligently as if it the taxpayer whose Tax Return is at issue were the only party in interest in connection with such Tax ProceedingClaim, and (IVv) General Mills Buyer shall be entitled have the right to participate in such any conference with any Tax Proceeding and recxxxx copies authority which is relevant to any Tax for which Buyer or any of any written materials relating to such Tax Proceeding received from its Affiliates (including the relevant Taxing Authority or other Governmental Authority, and (VTransferred Entities) Diageo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not may 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 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 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 Proceeding without obtaining the prior written consent (except to the extent such consent is unreasonably withheld) of General Millsliable.