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. 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. 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.