Common use of Tax Audits and Controversies Clause in Contracts

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 Group from any and all costs, expenses, and/or liabilities of any type or nature including without limitation, any federal income tax liability (including interest and penalties thereon), that are incurred by or imposed upon Seafield or any member of the Seafield Group which Seafield or such Seafield Group member would not otherwise have incurred.

Tax Audits and Controversies. (a) Federal, State, or Local Income or Franchise Taxes. Except as otherwise provided in this Section 3.14.01, Seafield Xxxxxxx, at its own expense, shall have the exclusive authority and obligation to represent each member of the SLH Midas Group before the IRS or any other governmental agency or authority or before any court with respect to any matter affecting the federal, U.S. federal income or other U.S. federal tax liability or any other tax liability (whether state, local or local income or franchise Tax liability foreign) of any member of either the Seafield Xxxxxxx Group or the SLH Midas Group for any Tax tax period beginning on or 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 include, but shall not be limited to exclusive control over: over (i) any response to any examination by the IRS or any other taxing authorities of federalU.S. federal income tax returns, state, other U.S. federal tax returns or local income or franchise Tax Returns; the tax returns of other taxing jurisdictions and (ii) any contest or litigation through a Final Determination final determination of any issue included in any Tax Return that includes a member of the Seafield Xxxxxxx Group, including including, but not limited to: 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 Xxxxxxx shall give timely notice to SLH Midas of any inquiry, the assertion of any claim, claim or the commencement of any suit, action, 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, U.S. federal taxes or local income or franchise Taxes any other taxes may be sought under this Agreement against SLH Midas or any member of the SLH Midas Group and shall will give SLH Midas such information with respect thereto as SLH 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 3.1 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 the matter, and Xxxxxxx shall have the right to close and to cause Midas to close such audit or contest. Anything in this Section 4.01 or elsewhere in this Agreement to the contrary notwithstanding, if SLH contests Xxxxxxx permits Midas to litigate any U.S. federal tax issue or litigates any federal, state, or local income or franchise other tax issue in any forum, SLH Midas shall pay and shall indemnify and hold harmless each member of the Seafield Xxxxxxx Group from any and all costs, expenses, expenses and/or liabilities of any type or nature including nature, including, without limitation, any federal income tax liability (including interest and penalties thereon), that are incurred by or imposed upon Seafield Xxxxxxx or any member of the Seafield Xxxxxxx Group which Seafield Xxxxxxx or such Seafield Xxxxxxx Group member would not otherwise have incurred.

Tax Audits and Controversies. (a) Federal, State, or Local Income or Franchise Taxes. Except as otherwise provided in this Section 3.14.01, Seafield Xxxxxxx, at its own expense, shall have the exclusive authority and obligation to represent each member of the SLH Hussmann Group before the IRS or any other governmental agency or authority or before any court with respect to any matter affecting the federal, U.S. federal income or other U.S. federal tax liability or any other tax liability (whether state, local or local income or franchise Tax liability foreign) of any member of either the Seafield Xxxxxxx Group or the SLH Hussmann Group for any Tax tax period beginning on or 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 include, but shall not be limited to exclusive control over: over (i) any response to any examination by the IRS or any other taxing authorities of federalU.S. federal income tax returns, state, other U.S. federal tax returns or local income or franchise Tax Returns; the tax returns of other taxing jurisdictions and (ii) any contest or litigation through a Final Determination final determination of any issue included in any Tax Return that includes a member of the Seafield Xxxxxxx Group, including including, but not limited to: 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 Xxxxxxx shall give timely notice to SLH International of any inquiry, the assertion of any claim, claim or the commencement of any suit, action, 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, U.S. federal taxes or local income or franchise Taxes any other taxes may be sought under this Agreement against SLH International or any member of the SLH Hussmann Group and shall will give SLH International such information with respect thereto as SLH International may reasonably request. Upon notice to Xxxxxxx, International 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 International representative is satisfactory to Xxxxxxx, and International 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 International or any member of the Hussmann Group. Anything in this Section 3.1 4.01 to the contrary notwithstanding, if Xxxxxxx determines to terminate International's 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, International shall have no further right to commence or continue such discussions or submissions with respect to the matter, and Xxxxxxx shall have the right to close and to cause International to close such audit or contest. Anything in this Section 4.01 or elsewhere in this Agreement to the contrary notwithstanding, if SLH contests Xxxxxxx permits International to litigate any U.S. federal tax issue or litigates any federal, state, or local income or franchise other tax issue in any forum, SLH International shall pay and shall indemnify and hold harmless each member of the Seafield Xxxxxxx Group from any and all costs, expenses, expenses and/or liabilities of any type or nature including nature, including, without limitation, any federal income tax liability (including interest and penalties thereon), that are incurred by or imposed upon Seafield Xxxxxxx or any member of the Seafield Xxxxxxx Group which Seafield Xxxxxxx or such Seafield Xxxxxxx Group member would not otherwise have incurred.

Tax Audits and Controversies. (a) Federal, State, or Local Income or Franchise Taxes. Except as otherwise provided in this Section 3.14.01, Seafield Viad shall have the exclusive authority and obligation to represent each member of the SLH Newco Group before the IRS or any other governmental agency or authority Tax Authority or before any court with respect to any matter affecting the federal, state, state or local income or franchise Tax liability of any reflected on a Tax Return which includes a member of either the Seafield Viad Group or and a member of the SLH Newco Group for any Tax period beginning before the Distribution Date, in each such case: (i) case allowing representatives of the SLH Newco Group, including including, without limitation 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 Newco Group. Such representation by Viad shall include include, but shall not be limited to exclusive control over: over (i) any response to any examination of federal, state, state or local income or franchise Tax Returns; 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 Viad Group, including but not limited to: to (Aa) whether and in what forum to conduct such contest; , and (Bb) whether and on what basis to settle such contest, ; except that Seafield Viad shall not without SLH's consent settle any claim, suit, action, 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, state or local income or franchise Taxes may be sought hereunder against SLH Newco or any member of the SLH GroupNewco Group without Newco’s consent, which consent shall not be unreasonably withheld. Seafield Viad shall give timely notice to SLH Newco of any inquiry, the assertion of any claim, claim or the commencement of any suit, action, 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, state or local income or franchise Taxes may be sought under this Agreement against SLH Newco or any member of the SLH Newco Group and shall will give SLH Newco such information with respect thereto as SLH Newco may reasonably request. Anything in this Section 3.1 4.01 or elsewhere in this Agreement to the contrary notwithstanding, if SLH Newco contests or litigates any federal, state, state or local income or franchise tax issue in any forum, SLH Newco shall pay and shall indemnify and hold harmless each member of the Seafield Viad Group from any and all costs, expenses, expenses and/or liabilities of any type or nature including nature, including, without limitation, any federal income tax liability (including interest and penalties thereon), that are incurred by or imposed upon Seafield Viad or any member of the Seafield Viad Group which Seafield Viad or such Seafield Viad Group member would not otherwise have incurred.