Common use of Tax Proceeding Procedures Generally Clause in Contracts

Tax Proceeding Procedures Generally. (a) Tax Proceedings relating to Inpixon Consolidated Returns. Inpixon shall be entitled to contest, compromise, control and settle any adjustment or deficiency proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Inpixon Consolidated Return; provided that to the extent such Tax Proceeding could reasonably be expected to adversely affect the amount of Taxes for which Sysorex is responsible pursuant to Article III less the amount payable to Sysorex pursuant to Section 4.04, Inpixon shall (i) defend such Tax Proceeding diligently and in good faith and (ii) shall keep Sysorex informed in a timely manner of all actions proposed to be taken by Inpixon with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Sysorex is responsible pursuant to Article III), (C) shall permit Sysorex to participate (at Sysorex’s sole expense) 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 Sysorex is responsible pursuant to Article III), and (D) shall not settle any such Tax Proceeding without the prior written consent of Sysorex, which shall not be unreasonably withheld, conditioned or delayed.

Tax Proceeding Procedures Generally. (a) Tax Proceedings relating to Inpixon Cogint Consolidated Returns. Inpixon Cogint shall be entitled to contest, compromise, control and settle any adjustment or deficiency proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Inpixon Cogint Consolidated Return; provided that to the extent such Tax Proceeding could reasonably be expected to adversely affect the amount of Taxes for which Sysorex SpinCo is responsible pursuant to Article III less the amount payable to Sysorex SpinCo pursuant to Section 4.04, Inpixon Cogint shall (i) defend such Tax Proceeding diligently and in good faith and (ii) shall keep Sysorex SpinCo informed in a timely manner of all actions proposed to be taken by Inpixon Cogint with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Sysorex SpinCo is responsible pursuant to Article III), (C) shall permit Sysorex SpinCo to participate (at SysorexSpinCo’s sole expense) 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 Sysorex SpinCo is responsible pursuant to Article III), and (D) shall not settle any such Tax Proceeding without the prior written consent of SysorexSpinCo, which shall not be unreasonably withheld, conditioned or delayed.

Tax Proceeding Procedures Generally. (a) Tax Proceedings relating to Inpixon Consolidated Returns. Inpixon Except as provided in Section 7.04, Rayonier shall be entitled to contest, compromise, control compromise and settle any adjustment or deficiency Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Inpixon TRS Consolidated ReturnReturn or Mixed Business Income Tax Return and any Mixed Business Non-Income Tax Return or Single Business Return required to be prepared by Rayonier or a Rayonier Entity pursuant to Article II (including in respect of any Refund, carryback or amendment relating to 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 reasonably be expected to adversely materially affect the amount of Taxes for which Sysorex SpinCo is responsible pursuant to Article III less the amount payable to Sysorex pursuant to Section 4.04Articles II and V, Inpixon shall Rayonier (i) defend such Tax Proceeding diligently and in good faith and (ii1) shall keep Sysorex SpinCo informed in a timely manner of all actions proposed to be taken by Inpixon Rayonier with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Sysorex SpinCo is responsible pursuant to Article IIIArticles II and V) and (2), (C) shall permit Sysorex SpinCo to participate (at Sysorex’s sole expense) in all proceedings with respect to such tax Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Sysorex SpinCo is responsible pursuant to Article III), V) and (D) 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 SysorexSpinCo, which shall not be unreasonably withheld, conditioned delayed or delayedconditioned.