Procedures for Certain Tax Proceedings Clause Samples

Procedures for Certain Tax Proceedings. Notwithstanding Section 9.3 or any other contrary provision of the Contribution Agreement: Chevron shall be entitled to control in all respects, including with respect to settlement, any Tax Proceeding with respect to any Tax if Chevron would have an indemnity obligation with respect to such Tax under Section 2.1 and the resolution of the Tax will not result in any non-indemnifiable liability for the Company. None of the Company or its Subsidiaries and Phillips and its Subsidiaries ▇▇▇▇▇ ▇e entitled to participate in any such Tax Proceeding. Phillips shall be entitled ▇▇ ▇▇▇trol in all respects, including with respect to settlement, any Tax Proceeding with respect to any Tax if Phillips would have an indemn▇▇▇ ▇▇▇igation with respect to such Tax under Section 2.2 and the resolution of the Tax will not result in any non-indemnifiable liability for the Company. None of the Company or its Subsidiaries and Chevron and its Subsidiaries shall be entitled to participate in any such Tax Proceeding. if (i) neither Chevron nor Phillips is entitled to contro▇ ▇ ▇▇▇ Proceeding because the Tax which is the subject of the Tax Proceeding is both an indemnifiable Tax and a non-indemnifiable Tax or (ii) the party entitled to control a Tax Proceeding elects not to control such Tax Proceeding or fails to do so, the Tax Matters Partner, acting in accordance with Section 9.6 of the Amended LLC Agreement, shall control such Tax Proceeding.