Common use of Tax Matters Partner; Tax Elections Clause in Contracts

Tax Matters Partner; Tax Elections. 18.10.1 Navistar is hereby appointed the “Tax Matters Partner” of the Company for all purposes pursuant to Sections 6221 through 6231 of the Code. Subject to the immediately following sentence, the Tax Matters Partner shall (a) furnish to each Member affected by an audit of the Company income tax returns a complete copy of each notice or other communication received from the Internal Revenue Service or applicable state authority within five (5) calendar days of receipt (except such notices or communications as are sent directly to such Member), (b) keep such Member reasonably informed of any administrative or judicial proceedings, as required by Section 6623(g) of the Code, (c) allow each Member an opportunity to participate in all such administrative and judicial proceedings, and (d) advise and consult with each Member (and assignee) as to proposed adjustments to the federal or state income tax returns of the Company. The Tax Matters Partner shall act at the direction of the Members and in any event shall not have the authority, unless such action has been approved by the Members, to take any material action or make any material decision, including (i) entering into a settlement agreement with the Internal Revenue Service which purports to bind Members other than the Tax Matters Partner, (ii) filing a petition as contemplated in Section 6226(a) or 6228 of the Code, (iii) intervening in any action as contemplated in Section 6226(b) of the Code, (iv) filing any request contemplated in Section 6227(b) of the Code, or (v) entering into an agreement extending the period of limitations as contemplated in Section 6229(b)(1)(B) of the Code. The Company shall not be obligated to pay any fees or other compensation to the Tax Matters Partner in its capacity as such, but the Company shall reimburse the Tax Matters Partner for all reasonable out-of-pocket costs and expenses (including attorneys’ and other professional fees) incurred by it in its capacity as Tax Matters Partner. The Company shall defend, indemnify, and hold harmless the Tax Matters Partner against any and all Liabilities sustained or incurred as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Partner, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct.