Common use of SpinCo Tax Proceedings Clause in Contracts

SpinCo Tax Proceedings. In the event of any SpinCo Tax Proceeding the resolution of which could reasonably be expected to give rise to an indemnification obligation of Ventas pursuant to Article V or which otherwise could reasonably be expected to have a significant adverse impact on Ventas, (A) SpinCo shall consult with Ventas reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) SpinCo shall consult with Ventas and offer Ventas a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) SpinCo 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, (D) SpinCo shall provide Ventas copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, (E) Ventas shall be entitled to participate in such Tax Proceeding at its own expense and (F) SpinCo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Ventas, which consent shall not be unreasonably withheld, conditioned or delayed.

SpinCo Tax Proceedings. In the event of any SpinCo Tax Proceeding the resolution of which could reasonably be expected to give rise to an indemnification obligation of Ventas Parent pursuant to Article V or which otherwise could reasonably be expected to have a significant an adverse impact on VentasParent, (A) SpinCo shall consult with Ventas Parent reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) SpinCo shall consult with Ventas Parent and offer Ventas Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) SpinCo 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, (D) SpinCo shall provide Ventas Parent copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, (E) Ventas Parent shall be entitled to participate in such Tax Proceeding at its own expense and (F) SpinCo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of VentasParent, which consent shall not be unreasonably withheld, conditioned or delayed.