Common use of Tax Proceeding Procedures Generally Clause in Contracts

Tax Proceeding Procedures Generally. Except as provided herein or in Section 6.04, each Party shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return that such Party is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Article III; provided, however, that (A) GGP shall retain exclusive control over all Tax Proceedings relating to MPC Taxes (whether ongoing as of the date of this Agreement or not) for so long as GGP may be liable under Section 2.01(b) for more than 50% of the total MPC Taxes at issue in the relevant Tax Proceeding, (B) GGP may not enter into any closing, settlement or other similar agreement with any Taxing Authority with respect to Tax Proceedings described in the preceding clause (A) without the prior written consent of Spinco, which consent shall not be unreasonably withheld, (C) GGP shall keep Spinco informed in a timely manner of all actions proposed to be taken by GGP and shall permit Spinco to observe (at its own cost) all proceedings with respect to such Tax Proceedings, (D) GGP shall provide Spinco with written notice reasonably in advance of, and Spinco shall have the right to attend and participate in (at its own cost), any scheduled meetings with any Taxing Authority with respect to such Tax Proceedings and (E) notwithstanding the foregoing, Spinco shall have the right (but not the obligation) to immediately assume control of any and all Tax Proceedings relating to MPC Taxes, at its own cost and expense, if, at any time prior to the conclusion of such Tax Proceeding, the potential liability of GGP for MPC Taxes under the provisions set forth in Section 2.01(b) is less than fifty percent (50%) of the total liability for MPC Taxes at issue in the relevant Tax Proceeding.

Tax Proceeding Procedures Generally. (a) Tax Proceedings relating to Navy Consolidated Returns, Mixed Business U.S. Income Tax Returns and Single Business U.S. Income Tax Returns. (i) Except as provided herein or in Section 6.045.03, each Party Navy (including through a Navy Entity) shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding involving a with respect to any Navy Consolidated Return, Mixed Business U.S. Income Tax reported (Return, or that, it is asserted, should have been reported) on a Tax Single Business Return that such Party is responsible for preparing and filing (or causing required to be prepared by Navy or a Navy Entity pursuant to Section 2.01, and filed) any such defense shall be made diligently and in good faith; provided that to the extent that such Tax Proceeding could materially affect the amount of Taxes for which Red Lion is responsible pursuant to Article III; provided, however, that Navy (A) GGP shall retain exclusive control over all Tax Proceedings relating to MPC Taxes (whether ongoing as of the date of this Agreement or not) for so long as GGP may be liable under Section 2.01(b) for more than 50% of the total MPC Taxes at issue in the relevant Tax Proceeding, (B) GGP may not enter into any closing, settlement or other similar agreement with any Taxing Authority with respect to Tax Proceedings described in the preceding clause (A) without the prior written consent of Spinco, which consent shall not be unreasonably withheld, (C) GGP shall keep Spinco Red Lion informed in a timely manner of all actions proposed to be taken by GGP Navy with respect to such Tax Proceeding (but limited to the portion of such Tax Proceeding that relates to Taxes for which Red Lion is responsible pursuant to Article III) and (B), shall permit Spinco Red Lion to observe (at its own cost) participate in all proceedings with respect to such Tax ProceedingsProceeding (but limited to the portion of such Tax Proceeding that relates to Taxes for which Red Lion is responsible pursuant to Article III) and shall not settle any such Tax Proceeding without the prior written consent of Red Lion, which shall not be unreasonably withheld, delayed or conditioned. (Dii) GGP Except as provided in Section 5.03, Red Lion (including through a Red Lion Entity) shall provide Spinco be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with written notice reasonably in advance ofrespect to any Mixed Business U.S. Income Tax Return or Single Business Return required to be prepared by Red Lion or a Red Lion Entity pursuant to Section 2.01, and Spinco any such defense shall have be made diligently and in good faith; provided that to the right extent that such Tax Proceeding could materially affect the amount of Taxes for which Navy is responsible pursuant to attend and participate Article III, Red Lion (A) shall keep Navy informed in (at its own cost), any scheduled meetings with any Taxing Authority a timely manner of all actions proposed to be taken by Red Lion with respect to such Tax Proceedings and (E) notwithstanding the foregoing, Spinco shall have the right Proceeding (but not the obligation) to immediately assume control of any and all Tax Proceedings relating to MPC Taxes, at its own cost and expense, if, at any time prior limited to the conclusion portion of such Tax ProceedingProceeding that relates to Taxes for which Navy is responsible pursuant to Article III) and (B) shall permit Navy to participate in all proceedings with respect to such Tax Proceeding (but limited to the portion of such Tax Proceeding that relates to Taxes for which Navy is responsible pursuant to Article III) and shall not settle any such Tax Proceeding without the prior written consent of Navy, the potential liability of GGP for MPC Taxes under the provisions set forth in Section 2.01(b) is less than fifty percent (50%) of the total liability for MPC Taxes at issue in the relevant Tax Proceedingwhich shall not be unreasonably withheld, delayed or conditioned.

Tax Proceeding Procedures Generally. Except as provided herein or in Section 6.045.04, each the Indemnifying Party shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return that such for which the Indemnifying Party is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Article IIIIII and any such defense shall be made diligently and in good faith; provided, howeverthat, that (A) GGP shall retain exclusive control over all Tax Proceedings relating to MPC Taxes (whether ongoing as of the date of this Agreement or not) for so long as GGP may be liable under Section 2.01(b) for more than 50% of the total MPC Taxes at issue in the relevant Tax Proceeding, (B) GGP may not enter into any closing, settlement or other similar agreement with any Taxing Authority with respect to Tax Proceedings described in the preceding clause (A) without the prior written consent of Spinco, which consent shall not be unreasonably withheld, (C) GGP Indemnifying Party shall keep Spinco the Indemnified Party informed in a timely manner of all actions proposed to be taken by GGP the Indemnifying Party and shall permit Spinco the Indemnified Party to observe (at its own cost) all proceedings with respect to such Tax ProceedingsProceeding; provided further, that, other than with respect to any Adjustment relating to those matters set forth on Schedule 5.03 hereto, if such Adjustment (or any actions proposed to be taken with respect thereto) would reasonably be expected to give rise to Taxes of the Indemnified Party in an amount of $5 million or more (other than Taxes for which the Indemnifying Party is responsible under Article III), determined on an annual basis, then, unless waived by the Parties in writing, the Indemnifying Party shall (a) prepare all correspondence or filings to be submitted to any Taxing Authority or judicial authority in a manner consistent with the Tax Return which is the subject of such Adjustment as filed and timely provide the Indemnified Party with copies of any such correspondence or filings for the Indemnified Party’s prior review and consent, which consent shall not be unreasonably withheld, (Db) GGP shall provide Spinco the Indemnified Party with written notice reasonably in advance of, and Spinco the Indemnified Party shall have the right to attend and participate in (at its own cost)in, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority with respect to such Adjustment, (c) not enter into any settlement with any Taxing Authority with respect to such Tax Proceedings Adjustment without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld and (Ed) notwithstanding not contest such Adjustment before a judicial authority unless (A) such Adjustment would reasonably be expected to give rise to Taxes payable by the foregoing, Spinco shall have Indemnifying Party in an amount of $10 million or more or (B) the right (but Indemnifying Party has received an opinion of a nationally recognized law firm that it is more likely than not to prevail on the obligation) to immediately assume control of any and all Tax Proceedings relating to MPC Taxes, at its own cost and expense, if, at any time prior to the conclusion of such Tax Proceeding, the potential liability of GGP for MPC Taxes under the provisions set forth in Section 2.01(b) is less than fifty percent (50%) of the total liability for MPC Taxes at issue in the relevant Tax Proceedingmerits.

Tax Proceeding Procedures Generally. Except as provided herein or in Section 6.045.04, each the Indemnifying Party shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return that such for which the Indemnifying Party is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Article IIIIII and any such defense shall be made diligently and in good faith; provided, however, that (A) GGP shall retain exclusive control over all Tax Proceedings relating to MPC Taxes (whether ongoing as of the date of this Agreement or not) for so long as GGP may be liable under Section 2.01(b) for more than 50% of the total MPC Taxes at issue in the relevant Tax Proceeding, (B) GGP may not enter into any closing, settlement or other similar agreement with any Taxing Authority with respect to Tax Proceedings described in the preceding clause (A) without the prior written consent of Spinco, which consent shall not be unreasonably withheld, (C) GGP Indemnifying Party shall keep Spinco the Indemnified Party informed in a timely manner of all actions proposed to be taken by GGP the Indemnifying Party and shall permit Spinco the Indemnified Party to observe (at its own cost) all proceedings with respect to such Tax ProceedingsProceeding; provided further, that if such Adjustment (or any actions proposed to be taken with respect thereto) would reasonably be expected to give rise to Taxes of the Indemnified Party in an amount of $5 million or more (other than Taxes for which the Indemnifying Party is responsible under Article III), determined on an annual basis, then, unless waived by the Parties in writing, the Indemnifying Party shall (a) prepare all correspondence or filings to be submitted to any Taxing Authority or judicial authority in a manner consistent with the Tax Return which is the subject of such Adjustment as filed and timely provide the Indemnified Party with copies of any such correspondence or filings for the Indemnified Party’s prior review and consent, which consent shall not be unreasonably withheld, (Db) GGP shall provide Spinco the Indemnified Party with written notice reasonably in advance of, and Spinco the Indemnified Party shall have the right to attend and participate in (at its own cost)in, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority with respect to such Adjustment, (c) not enter into any settlement with any Taxing Authority with respect to such Tax Proceedings Adjustment without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld and (Ed) notwithstanding not contest such Adjustment before a judicial authority unless (i) such Adjustment would reasonably be expected to give rise to Taxes payable by the foregoing, Spinco shall have Indemnifying Party in an amount of $10 million or more or (ii) the right (but Indemnifying Party has received an opinion of a nationally recognized law firm that it is more likely than not to prevail on the obligation) to immediately assume control of any and all Tax Proceedings relating to MPC Taxes, at its own cost and expense, if, at any time prior to the conclusion of such Tax Proceeding, the potential liability of GGP for MPC Taxes under the provisions set forth in Section 2.01(b) is less than fifty percent (50%) of the total liability for MPC Taxes at issue in the relevant Tax Proceedingmerits.

Tax Proceeding Procedures Generally. (a) Except as provided herein or in Section 6.047.04, each Party Rayonier shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding involving a Tax reported (with respect to any TRS Consolidated Return or that, it is asserted, should have been reported) on a Mixed Business Income Tax Return that such Party is responsible for preparing and filing (any Mixed Business Non-Income Tax Return or causing Single Business Return required to be prepared and filed) by Rayonier or a Rayonier Entity pursuant to Article III; providedII (including in respect of any Refund, however, that (A) GGP shall retain exclusive control over all Tax Proceedings carryback or amendment relating to MPC any such Tax Return pursuant to Article VI), and any such defense shall be made diligently and in good faith; provided that to the extent that such Tax Proceeding could materially affect the amount of Taxes for which SpinCo is responsible pursuant to Articles II and V, Rayonier (whether ongoing as of the date of this Agreement or not1) for so long as GGP may be liable under Section 2.01(b) for more than 50% of the total MPC Taxes at issue in the relevant Tax Proceeding, (B) GGP may not enter into any closing, settlement or other similar agreement with any Taxing Authority with respect to Tax Proceedings described in the preceding clause (A) without the prior written consent of Spinco, which consent shall not be unreasonably withheld, (C) GGP shall keep Spinco SpinCo informed in a timely manner of all actions proposed to be taken by GGP Rayonier with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which SpinCo is responsible pursuant to Articles II and V) and (2), shall permit Spinco SpinCo to observe (at its own cost) participate in all proceedings with respect to such Tax ProceedingsProceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which SpinCo is responsible pursuant to Article V) and shall not settle any such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relate to Taxes, or the Tax Items, for which SpinCo is responsible pursuant to Article V) without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned. (Db) GGP Except as provided in Section 7.04, SpinCo shall provide Spinco be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with written notice reasonably respect to any Mixed Business Non-Income Tax Return or Single Business Return required to be prepared by SpinCo or a SpinCo Entity pursuant to Article II (including in advance ofrespect of any Refund, carryback or amendment relating to any such Tax Return pursuant to Article VI), and Spinco any such defense shall have be made diligently and in good faith; provided that to the right extent that such Tax Proceeding could materially affect the amount of Taxes for which Rayonier is responsible pursuant to attend Articles II and participate V, SpinCo (1) shall keep Rayonier informed in (at its own cost), any scheduled meetings with any Taxing Authority a timely manner of all actions proposed to be taken by SpinCo with respect to such Tax Proceedings and Proceeding (E) notwithstanding the foregoing, Spinco shall have the right (but not the obligation) to immediately assume control of any and all Tax Proceedings relating to MPC Taxes, at its own cost and expense, if, at any time prior or to the conclusion extent practicable the portion of such Tax ProceedingProceeding that relates to Taxes for which Rayonier is responsible pursuant to Articles II and V) and (2) shall permit Rayonier to participate in all proceedings with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Rayonier is responsible pursuant to Articles II and V) and shall not settle any such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes, or the potential liability Tax Items, for which Rayonier is responsible pursuant to Article V) without the prior written consent of GGP for MPC Taxes under the provisions set forth in Section 2.01(b) is less than fifty percent (50%) of the total liability for MPC Taxes at issue in the relevant Tax ProceedingRayonier, which shall not be unreasonably withheld, delayed or conditioned.

Tax Proceeding Procedures Generally. (a) Except as provided herein or in Section 6.047.04, each Party Rayonier shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding involving a Tax reported (with respect to any TRS Consolidated Return or that, it is asserted, should have been reported) on a Mixed Business Income Tax Return that such Party is responsible for preparing and filing (any Mixed Business Non-Income Tax Return or causing Single Business Return required to be prepared and filed) by Rayonier or a Rayonier Entity pursuant to Article III; providedII (including in respect of any Refund, however, that (A) GGP shall retain exclusive control over all Tax Proceedings carryback or amendment relating to MPC any such Tax Return pursuant to Article VI), and any such defense shall be made diligently and in good faith; provided that to the extent that such Tax Proceeding could materially affect the amount of Taxes for which SpinCo is responsible pursuant to Articles II and V, Rayonier (whether ongoing as of the date of this Agreement or not1) for so long as GGP may be liable under Section 2.01(b) for more than 50% of the total MPC Taxes at issue in the relevant Tax Proceeding, (B) GGP may not enter into any closing, settlement or other similar agreement with any Taxing Authority with respect to Tax Proceedings described in the preceding clause (A) without the prior written consent of Spinco, which consent shall not be unreasonably withheld, (C) GGP shall keep Spinco SpinCo informed in a timely manner of all actions proposed to be taken by GGP Rayonier with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which SpinCo is responsible pursuant to Articles II and V) and (2), shall permit Spinco SpinCo to observe (at its own cost) participate in all proceedings with respect to such Tax ProceedingsProceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which SpinCo is responsible pursuant to Article V) and shall not settle any such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relate to Taxes, or the Tax Items, for which SpinCo is responsible pursuant to Article V) without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned. (Db) GGP Except as provided in Section 7.04, SpinCo shall provide Spinco be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with written notice reasonably respect to any Mixed Business Non-Income Tax Return or Single Business Return required to be prepared by SpinCo or a SpinCo Entity pursuant to Article II (including in advance ofrespect of any Refund, carryback or amendment relating to any such Tax Return pursuant to Article VI), and Spinco any such defense shall have be made diligently and in good faith; provided that to the right extent that such Tax Proceeding could materially affect the amount of Taxes for which Rayonier is responsible pursuant to attend Articles II and participate V, SpinCo (1) shall keep Rayonier informed in (at its own cost), any scheduled meetings with any Taxing Authority a timely manner of all actions proposed to be taken by SpinCo with respect to such Tax Proceedings and Proceeding (E) notwithstanding the foregoing, Spinco shall have the right (but not the obligation) to immediately assume control of any and all Tax Proceedings relating to MPC Taxes, at its own cost and expense, if, at any time prior or to the conclusion extent practicable the portion of such Tax ProceedingProceeding that relates to Taxes for which Rayonier is responsible pursuant to Articles II and V) and (2) shall permit Rayonier to participate in all proceedings with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Rayonier is responsible pursuant to Articles II and V) and shall not settle any such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relate to Taxes, or the potential liability Tax Items, for which Rayonier is responsible pursuant to Article V) without the prior written consent of GGP for MPC Taxes under the provisions set forth in Section 2.01(b) is less than fifty percent (50%) of the total liability for MPC Taxes at issue in the relevant Tax ProceedingRayonier, which shall not be unreasonably withheld, delayed or conditioned.