Tax Audits and Controversies. In the case of any audit, examination or other proceeding ("Proceeding") brought against a Party (or Subsidiary) with respect to Taxes for which the other Party is or may be liable pursuant to this Agreement, the Party subject to such Proceeding shall promptly inform such other Party and shall execute or cause to be executed any powers of attorney or other documents necessary to enable the other Party to take all actions desired with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which the other Party is liable pursuant to this Agreement. Each Party shall have the right to control, at its own expense, the portion of any such Proceeding that relates to Taxes for which such Party is or may be liable pursuant to this Agreement; provided, however, that such Party shall consult with the other Party with respect to any issue that may affect the other Party (or Subsidiary). The Party in control of such Proceeding or any part thereof shall not enter into any final settlement or closing agreement that may adversely affect the other Party (or Subsidiary) without the consent of such other Party, which consent may not unreasonably be withheld. Where consent to any final settlement or closing agreement is withheld, the Party withholding consent shall continue or initiate further proceedings, at its own expense, and the liability of the Party in control of such Proceeding shall not exceed the liability that would have resulted from the proposed closing agreement or final settlement (including interest, additions to Tax and penalties which have accrued at that time).
Tax Audits and Controversies. (a) Federal, State, or Local Income or Franchise Taxes. Except as otherwise provided in this Section 3.1, Seafield shall have the exclusive authority and obligation to represent each member of the SLH Group before the IRS or any other governmental agency or authority or before any court with respect to any matter affecting the federal, state, or local income or franchise Tax liability of any member of either the Seafield Group or the SLH Group for any Tax period beginning before the Distribution Date, in each such case: (i) allowing representatives of the SLH Group, including without limitation outside counsel and consultants, to participate in good faith in all respects in all such Tax proceedings affecting any member of the SLH Group; and (ii) acting in the best interests of both the Seafield Group and the SLH Group. Such representation shall include but shall not be limited to exclusive control over: (i) any response to any examination of federal, state, or local income or franchise Tax Returns; and (ii) any contest or litigation through a Final Determination of any issue included in any Tax Return that includes a member of the Seafield Group, including but not limited to: (A) whether and in what forum to conduct such contest; and (B) whether and on what basis to settle such contest, except that Seafield shall not without SLH's consent settle any claim, suit, action, or proceeding in respect of which any member of the SLH Group may incur any then known (by Seafield) future Tax liability, or in respect of which indemnity for federal, state, or local income or franchise Taxes may be sought hereunder against SLH or any member of the SLH Group, which consent shall not be unreasonably withheld. Seafield shall give timely notice to SLH of any inquiry, the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which any member of the SLH Group may incur any then known (by Seafield) future Tax liability or in respect of which indemnity for federal, state, or local income or franchise Taxes may be sought under this Agreement against SLH or any member of the SLH Group and shall give SLH such information with respect thereto as SLH may reasonably request. Anything in this Section 3.1 or elsewhere in this Agreement to the contrary notwithstanding, if SLH contests or litigates any federal, state, or local income or franchise tax issue in any forum, SLH shall pay and shall indemnify and hold harmless each member of the Seafield G...
Tax Audits and Controversies. Except as otherwise provided in this Section 4.01, Xxxxxxx, at its own expense, shall have the exclusive authority to represent each member of the Midas Group before the IRS or any other governmental agency or authority or before any court with respect to any matter affecting the U.S. federal income or other U.S. federal tax liability or any other tax liability (whether state, local or foreign) of any member of the Xxxxxxx Group or the Midas Group for any tax period beginning on or before the Distribution Date. Such representation shall include, but shall not be limited to exclusive control over (i) any response to any examination by the IRS or any other taxing authorities of U.S. federal income tax returns, other U.S. federal tax returns or the tax returns of other taxing jurisdictions and (ii) any contest through a final determination of any issue included in any Tax Return that includes a member of the Xxxxxxx Group, including, but not limited to (A) whether and in what forum to conduct such contest, and (B) whether and on what basis to settle such contest. Xxxxxxx shall give timely notice to Midas of any inquiry, the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity for U.S. federal taxes or any other taxes may be sought under this Agreement against Midas or any member of the Midas Group and will give Midas such information with respect thereto as Midas may reasonably request. Upon notice to Xxxxxxx, Midas may at its own expense participate in any such inquiry, audit or other administrative proceeding and assume the defense or prosecution, as the case may be, of any suit, action or proceeding; provided, that each Midas representative is satisfactory to Xxxxxxx, and Midas shall thereafter consult with Xxxxxxx upon Xxxxxxx'x request for such consultation from time to time with respect to such inquiry, suit, action or proceeding. Xxxxxxx is authorized and empowered to settle any claim, suit, action or proceeding in respect of which indemnity for U.S. federal taxes or any other taxes may be sought against Midas or any member of the Midas Group. Anything in this Section 4.01 to the contrary notwithstanding, if Xxxxxxx determines to terminate Midas' participation in any such inquiry or in the defense of any such suit, action or proceeding, then upon receipt of notice from Xxxxxxx to such effect, Midas shall have no further right to commence or continue such discussions or submissions with respect to th...
Tax Audits and Controversies. (a) In the case of any audit, examination or other proceeding ("Proceeding") brought against the Corporation (or a Subsidiary) with respect to Taxes for which New D&B is or may be
Tax Audits and Controversies. In the case of any audit, examination or other proceeding ("Proceeding") with respect to Taxes of the Old Florida Progress Consolidated Group or any member thereof for any taxable period for which Florida Progress is or may be liable for such Taxes pursuant to this Agreement, Echelon shall promptly inform Florida Progress and shall execute or cause to be executed any powers of attorney or other documents necessary to enable Florida Progress to take all actions desired by Florida Progress with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Florida Progress is liable pursuant to this Agreement; Florida Progress shall have the right to control any such Proceedings and to initiate any claim for refund, file any amended return or take any other action which it deems appropriate with respect to such taxable periods, provided, however, that Florida Progress shall consult with Echelon with respect to any Proceeding that may adversely affect the Echelon Group. In addition, Florida Progress shall not enter into any final settlement or closing agreement with respect to a matter that adversely affects Echelon without the consent of Echelon, which consent may not be unreasonably withheld. Where Echelon withholds its consent to any final settlement or closing agreement, Echelon shall continue or initiate further proceedings with respect to such matter, at its own expense, and the liability of Florida Progress shall not exceed the liability that would have resulted from the proposed final settlement or closing agreement (including interest, additions to tax and penalties which have accrued at that time). Echelon shall have the right to control and to initiate any claim for refund, file any amended return or take any other action which it deems appropriate with respect to a Proceeding relating to Taxes for any taxable period beginning after the Distribution Date provided such Proceeding does not involve any Taxes attributable to any member of the Florida Progress Group.
Tax Audits and Controversies. (a) (i) In the case of any audit, examination or other proceeding ("Proceeding") brought against either Party (or its Subsidiaries) with respect to Taxes for which the other Party is or may be liable in whole or in part pursuant to this Agreement, the Party subject to such Proceeding shall promptly inform the other Party and shall execute or cause to be executed any powers of attorney or other documents necessary to enable the other Party to take all actions desired with respect to such Proceeding consistent with this Section 5.
1. Each Party shall have the right to control, at its own expense, the portion of any such Proceeding that relates to Taxes for which such Party is or may be liable pursuant to this Agreement; provided, however, that New D&B shall have the right to control, with each party bearing half of the related expenses, that portion of any Proceeding relating to Shared Liability Tax Items.
Tax Audits and Controversies. (a) U.S. Federal Income Taxes. ---------------------------- ------------------------- Except as otherwise provided in this Section 4.01, Baxter shall have the exclusive authority and obligation to represent each member of the Xxxxxxx Group before the IRS or any other governmental agency or authority or before any court with respect to any matter affecting the U.S. federal income tax liability of any member of either the Xxxxxx Group or the Xxxxxxx Group for any tax period beginning before the Distribution Date, in each such case (i) consulting with Xxxxxxx with regard to any such administrative or judicial proceeding and any proposed compromise or settlement thereof, and (ii) acting in good faith. Such representation shall include, but shall not be limited to exclusive control over (i) any response to any examination by the IRS of U.S. federal income Tax Returns and (ii) any contest through a Final Determination of any issue included in any U.S. federal income Tax Return that includes a member of the Xxxxxx Group, including, but not limited to (A) whether and in what forum to conduct such contest, and (B) whether and on what basis to settle such contest. Baxter shall give timely notice to Xxxxxxx of any inquiry, the assertion of any claim or the commencement of any suit, action or proceeding in respect of which any member of the Xxxxxxx Group may incur any then known (by Baxter) future U.S. federal income Tax liability or in respect of which indemnity for U.S. federal corporate income taxes may be sought under this Agreement against Xxxxxxx or any member of the Xxxxxxx Group and will give Xxxxxxx such information with respect thereto as Xxxxxxx may reasonably request.
Tax Audits and Controversies. Parent shall notify Stockholder Agent in writing of the receipt by Parent, the Company or its subsidiaries of notice of any proposed or actual adjustment or assessment with respect to Taxes that can reasonably be expected to give rise to a claim for indemnification to Parent under the provisions of Article VII (“Tax Notice”), and shall provide Stockholder Agent with all material correspondence with respect to such Tax Notice; provided, however, that failure to provide such Tax Notice or correspondence shall not limit Parent’s rights to indemnity pursuant to Article VII except to the extent that the Stockholders are materially prejudiced by such failure. Following receipt of the Tax Notice, Stockholder Agent shall have the right, at his sole cost and expense without reimbursement from the Escrow Fund, to participate in any audit, examination, claim, assessment or other proceeding pertaining solely to the Taxes at issue in such Tax Notice. The provisions of Section 7.2(j) regarding conduct and settlement of third party claims shall apply to any proposed or actual adjustments or assessments for Taxes with respect to a Tax Notice.
Tax Audits and Controversies. (a) Promptly upon receipt of notice from an applicable governmental taxing authority ("Government Notice") that an item exists which could give rise to a claim for indemnification hereunder, an Indemnified Party shall provide the Indemnifying Party with written notice of such Government Notice.
(b) Except as otherwise provided in Section 4.02 hereof, an Indemnifying Party shall have the sole and exclusive discretion to contest or not to contest, negotiate and settle proposed adjustments relating to the inclusion in any Tax Return of the income, deductions, credits, allowances or other tax items affecting any Taxes the payment for which such Indemnifying Party has indemnified the other party hereto; provided, that to the extent the participation of the Indemnified Party does not interfere with the Indemnifying Party's sole and exclusive discretion granted by this Section 4.01(b), the Indemnified Party shall have the right to participate, at its own expense, in any audit or administrative court proceeding which could reasonably be expected materially to affect the Indemnified Party's liability for Taxes, irrespective of whether the Indemnified Party has been indemnified hereunder.
Tax Audits and Controversies. (a) Except as otherwise ---------------------------- provided in this Section 6.0l, PNC Asset Management shall have the exclusive authority and obligation to represent each member of the PNC Asset Management Group before the IRS or before any court with respect to any matter affecting the income tax liability with respect to any Consolidated Return of the PNC Asset Management Group. PNC Asset Management shall consult with BlackRock with regard to any such administrative or judicial proceeding and any proposed compromise or settlement thereof and take the best interests of all parties into account. Such representation shall include, but shall not be limited to exclusive control over (i) any response to any examination by a governmental authority of any tax returns, and (ii) any contest through a Final Determination of any issue included in any tax return but not limited to (A) whether and in what forum to conduct such contest and (B) whether and on what basis to settle such contest.
(b) Except as otherwise provided in this Section 6.0l, PNC shall have the exclusive authority and obligation to represent each member of the PNC Group before the IRS or before any court with respect to any matter affecting the income tax liability with respect to any Consolidated Return of the PNC Group. PNC shall consult with BlackRock with regard to any such administrative or judicial proceeding and any proposed compromise or settlement thereof and take the best interests of all parties into account. Such representation shall include, but shall not be limited to, exclusive control over (i) any response to any examination by a governmental authority of any tax returns and (ii) any contest through a Final Determination of any issue included in any tax return but not limited to (A) whether and in what forum to conduct such contest and (B) whether and on what basis to settle such contest.
(c) PNC shall have the exclusive authority and obligation to represent each member of a Combined Return before any governmental authority or before any Court with respect to any matter affecting the income or franchise tax liability with respect to any Combined Return which includes PNC or any of its subsidiaries which is not BlackRock or a BlackRock subsidiary. PNC shall consult BlackRock with regard to any such administrative or judicial proceedings and any proposed compromise or settlement thereof and take the best interests of all parties into account. Such cooperation shall include, but not ...
