Responsibility for Tax Audits and Contests. (a) After the Closing, Pipeline LLC will notify Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Pipeline LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against Paradigm pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Pipeline LLC under this Agreement, except to the extent Paradigm is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax.
(b) Paradigm will control any Proceeding with respect to any Tax or Tax Returns relating to or with respect to the Sacagawea Interests, Three Bears Interests, Exemplary Interests, Exemplary Assets or Three Bears Joint Venture Interest to the extent relating solely to a period ending on or prior to the Closing, and Pipeline LLC and Paradigm will jointly control any Tax Proceeding for any Straddle Period. Neither Paradigm nor Pipeline LLC will settle any Tax Proceeding in a way that would adversely affect the other without the other’s consent (which consent will not be unreasonably withheld, delayed or conditioned).
(c) After the Closing, Terminal LLC will notify PSXP and Paradigm within ten (10) Business Days of the receipt of a notice of any proposed assessment or commencement of any Tax Proceeding and of any Tax demand or claim on Terminal LLC or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for a claim against PSXP pursuant to Section 8.1; provided that failure to timely provide such notice will not affect the rights of Terminal LLC under this Agreement, except to the extent PSXP is materially prejudiced by such delay or omission. Such notice will contain factual information describing the asserted Tax liability in reasonable detail and will include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax.
(d) PSXP will control any Proceeding with respect to any Tax or Tax Returns relating to or with respect to the Mountrail Interests or PSXP Assets to the extent relating solely to a period e...
Responsibility for Tax Audits and Contests. Seller shall control any audit or contest with respect to a Pre-Closing Tax Period and Buyer shall control any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control any audit or contest with respect to a Straddle Period. Neither Buyer nor Seller shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and Seller shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. Contributors shall control and bear the cost of any audit or contest with respect to a Pre-Effective Time Tax Period or relating to ICC prior to its conversion to a limited liability company, and Contributee shall control and bear the cost of any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control and bear the cost of any audit or contest with respect to a year during which a Straddle Period occurs; provided further, that the Party so in control of an audit or contest with respect to a Straddle Period shall allow the other Party to participate at such other Party’s cost and expense. The Party in control of an audit or controversy shall keep the other Party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Contributee nor Contributors shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Contributee and Contributors shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. (a) After the Closing, Buyer shall notify Seller in writing within fifteen (15) days of the receipt of the notice of any proposed assessment or commencement of any Tax audit or administrative or judicial proceeding and of any Tax demand or claim on Buyer or any of its Affiliates that, if determined adversely to the taxpayer or after the lapse of time, could reasonably be grounds for indemnification by Seller pursuant to the terms of this Agreement (a “Tax Claim”). Such notice shall contain factual information describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax liability.
(b) Seller shall have the right to control any proceeding with respect to any Tax Claim, provided that Seller shall not settle, compromise and/or concede any portion of such proceeding that is reasonably likely to materially affect the Tax liability of Buyer with respect to the Assets for any taxable year (or portion thereof) beginning after the Closing Date without the consent of Buyer, not to be unreasonably conditioned, delayed or withheld. Buyer and Seller shall each provide the other with all information reasonably necessary to conduct a Tax audit with respect to Taxes or the transactions contemplated by this Agreement.
(c) If Seller does not exercise its right to control any proceeding with respect to a Tax Claim, Buyer shall (i) keep Seller informed of the progress of any such proceeding, (ii) provide Seller with copies of material correspondence with respect to any such Tax Proceeding, (iii) permit Seller (or Seller’s counsel) to participate in meetings (including conference calls) with the applicable Governmental Authority with respect to any such proceedings, and (iv) not settle, compromise and/or concede any portion of such proceeding without Seller’s written consent, not to be unreasonably conditioned, delayed or withheld.
Responsibility for Tax Audits and Contests. (a) With respect to any audit or contest relating to Taxes or Tax Returns in respect of the Company for any Pre-Closing Tax Period, Seller will control all proceedings, may make all decisions (including selection of counsel) and, without limiting the foregoing, may in its sole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Authority taken in connection thereof.
(b) With respect to any audit or contest relating to Taxes or Tax Returns in respect of the Company for any Tax period ending after the Closing Date (other than a Straddle Period), Buyer will control all proceedings, may make all decisions (including selection of counsel) and, without limiting the foregoing, may in its sole discretion, pursue or forgo any and all administrative appeals, proceedings, hearing and conferences with any Governmental Authority taken in connection thereof.
(c) Seller and Buyer shall jointly control any audit, contest or proceeding with respect to the Taxes or Tax Returns in respect of the Company for any Straddle Period; provided, however, that Buyer will have the ultimate authority to determine settlement terms or any other resolution of such matter.
(d) Notwithstanding any other provision of this Agreement, neither Buyer nor Seller shall settle any audit or contest in a way that would adversely affect the other Party in any material respect, without the other Party’s written consent, not to be unreasonably withheld.
(e) In the event of any conflict or overlap between the provisions of this Section 7.3 and Article IX, the provisions of this Section 7.3 shall control.
Responsibility for Tax Audits and Contests. Buyer shall control any audit or contest after the Closing Date. Buyer shall keep Seller informed of the status of the audit or controversy (including providing copies of correspondence and pleadings) with respect to any audit or contest relating to Taxes payable prior to the Closing Date. Buyer shall not settle any such audit or contest in a way that would adversely affect Seller without Seller’s written consent, which consent Seller shall not unreasonably withhold.
Responsibility for Tax Audits and Contests. If notice of any action, suit, investigation or audit with respect to Pre-Closing Taxes of a Company or its Subsidiaries is received by the Buyer (or any Affiliate), the Buyer shall promptly notify the Seller that previously owned the applicable Company in writing; provided, however, that the failure to give such notice as provided herein shall not relieve such Seller of liability for Pre-Closing Taxes except to the extent that such Seller is actually and materially prejudiced thereby. Each Seller shall control any audit or contest relating to Pre-Closing Taxes; provided, however, that the Buyer may participate in the conduct of any audit or contest of those Tax items of a Company or its Subsidiaries related to the portion of a Straddle Period beginning after the Closing Date. Neither the Buyer nor any Seller shall settle any such audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which consent the other Party shall not unreasonably withhold, delay or condition. The Buyer and the Sellers shall each provide the other with all information and authorizations reasonably necessary to conduct an audit or contest with respect to Taxes relating to the Companies and their Subsidiaries for Pre‑Closing Periods or Straddle Periods.
Responsibility for Tax Audits and Contests. Seller shall control any audit or contest relating the Tax liability of SWPL with respect to a Pre-Closing Tax Period and Buyer shall control any other audit or contest. Neither Buyer nor Seller shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and Seller shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. Seller shall control any audit or contest with respect to Taxes for a period ending on or before the Closing Date and Buyer shall control any other audit or contest, including those relating to a Straddle Period; provided further, that, with respect to a Straddle Period, Buyer shall allow the Seller to participate at their own cost and expense. The Party in control of an audit or controversy shall keep the other Party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Buyer nor the Seller shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and the Seller shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
Responsibility for Tax Audits and Contests. The Sellers shall control any audit or contest with respect to a Pre-Closing Tax Period and Buyer shall control any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control any audit or contest with respect to a year during which a Straddle Period occurs; provided further, that the Party so in control of an audit or contest with respect to a Straddle Period shall allow the other Party to participate at such other Party’s cost and expense. The Party in control of an audit or controversy shall keep the other Party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Buyer nor the Sellers shall settle any audit or contest in a way that would adversely affect the other Party without the other Party’s written consent, which the other Party shall not unreasonably withhold. Buyer and the Sellers shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.
