Common use of Tax Audits and Controversies Clause in Contracts

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 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 Xxxxxxx permits Midas to litigate any U.S. federal tax issue or other tax issue in any forum, Midas shall pay and shall indemnify and hold harmless each member of the Xxxxxxx Group from any and all costs, expenses and/or liabilities of any type or nature, including, without limitation, any tax liability (including interest and penalties thereon), that are incurred by or imposed upon Xxxxxxx or any member of the Xxxxxxx Group which Xxxxxxx or such Xxxxxxx Group member would not otherwise have incurred.

Tax Audits and Controversies. Except as otherwise provided (a) 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 4.01, Xxxxxxx5. 1. Each Party shall have the right to control, 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) portion of any member of the Xxxxxxx Group such Proceeding that relates to Taxes for which such Party is 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 liable pursuant to 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 proceedingAgreement; provided, however, 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 the matter, and Xxxxxxx New D&B shall have the right to close control, with each party bearing half of the related expenses, that portion of any Proceeding relating to Shared Liability Tax Items. (b) The Party in control of a Proceeding or any part thereof pursuant to Section 5.1(a) above shall consult with the other Party with respect to any issue that may affect such other Party (or its Subsidiaries). 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 its Subsidiaries) 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 with respect to cause Midas Taxes encompassed by the proposed final settlement or closing agreement shall not exceed the liability that would have resulted from the proposed closing agreement or final settlement (including interest, additions to close Tax and penalties which have accrued at that time). (c) If New D&B determines that a Proceeding with respect to any Shared Liability Tax Item should be pursued in the United States District Court or any other forum in which payment of the Taxes in dispute must be made in advance, then the Corporation shall make one-half of the advance payment required, and New D&B shall make the other half of the advance payment required, with respect to such audit or contestShared Liability Tax Item at the time such advance payment is due. Anything in this Section 4.01 or elsewhere in this Agreement If the total Tax liability with respect to such Shared Liability Tax Item is later determined to be greater than the contrary notwithstandingamount of the advance payment, if Xxxxxxx permits Midas to litigate any U.S. federal tax issue or other tax issue in any forum, Midas then the Corporation shall pay and shall indemnify and hold harmless each member New D&B one-half of the Xxxxxxx Group from any and all costs, expenses and/or liabilities of any type or nature, including, without limitation, any tax liability (including interest and penalties thereon), that are incurred by or imposed upon Xxxxxxx or any member of the Xxxxxxx Group which Xxxxxxx or such Xxxxxxx Group member would not otherwise have incurred.such