Common use of Responsibility for Tax Audits and Contests Clause in Contracts

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. Contributors Sellers shall control and bear the cost of any audit or contest with respect to income Taxes for a Pre-Closing Tax Period or, with respect to all other Taxes, for a period ending on or before the Effective Time Tax Period or relating to ICC prior to its conversion to a limited liability company, and Contributee Buyer 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 Buyer nor Contributors 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. Contributee Buyer and Contributors Sellers 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 The Seller shall control and bear the cost of any audit or contest with respect to income Taxes for a Prepre-Effective Time Tax Period Closing Date tax period or, with respect to all other Taxes, for a period ending on or relating to ICC prior to its conversion to a limited liability company, before the Closing Date and Contributee the Buyer shall control and bear the cost of any other audit or contest; provided, however, that the Party 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 party so in control of an audit or contest with respect to a Straddle Period shall allow the other Party party to participate at such other Partyparty’s cost and expense. The Party party in control of an audit or controversy shall keep the other Party party informed of the status of the audit or controversy (including providing copies of correspondence and pleadings). Neither Contributee nor Contributors party shall settle any audit or contest in a way that would adversely affect the other Party party without the other Partyparty’s written consent, which the other Party party shall not unreasonably withhold. Contributee and Contributors The parties 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 The Seller and Seller’s Shareholders shall control and bear the cost of any audit or contest with respect to income Taxes for a Pre-Effective Time Closing Date Tax Period or, with respect to all other Taxes, for a period ending on or relating to ICC prior to its conversion to a limited liability company, before the Closing Date and Contributee the Purchaser 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 the Purchaser nor Contributors the Seller and Seller’s Shareholders 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 The Purchaser and Contributors the Seller and Seller’s Shareholders shall each provide the other with all information reasonably necessary to conduct an audit or contest with respect to Taxes.