Common use of Tax Proceeding Procedures Clause in Contracts

Tax Proceeding Procedures. The Controlling Party, in its sole discretion, and at its own expense, shall be entitled to control, administer, contest, litigate, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding and any such actions taken by the Controlling Party shall be made diligently and in good faith; provided that the Controlling Party shall (a) keep the Interested Party informed in a timely manner of all actions proposed to be taken by the Controlling Party and shall permit the Interested Party to comment in advance on the Controlling Party’s oral or written submissions with respect to such Tax Proceeding, (b) 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 Interested Party with copies of any such correspondence or filings for the Interested Party’s prior review and comment and (c) provide the Interested Party with written notice reasonably in advance of, and the Interested Party shall have the right to attend and participate in, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority with respect to such Adjustment. Furthermore, the Controlling Party may not settle or otherwise resolve a Tax Proceeding with respect to an Adjustment that would reasonably be expected to impact the Tax liability of an Interested Party without the consent of such Interested Party, such consent not to be unreasonably withheld; provided that the Controlling Party shall be permitted to settle or otherwise resolve a Tax Proceeding if and when the only unsettled issue of such Tax Proceeding relates to an Adjustment for which an Interested Party has consent rights pursuant to the previous clause, but has not consented to settlement.

Tax Proceeding Procedures. The Controlling Indemnifying Party, in its sole discretion, and at its own expense, shall be entitled to control, administer, contest, litigate, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding for which the Indemnifying Party is responsible pursuant to Article 3 and any such actions taken by the Controlling Indemnifying Party shall be made diligently and in good faith; provided that that, the Controlling Indemnifying Party shall (a) keep the Interested Indemnified Party informed in a timely manner of all actions proposed to be taken by the Controlling Indemnifying Party and shall permit the Interested Indemnified Party to comment in advance on the Controlling Indemnifying Party’s oral or written submissions with respect to such Tax Proceeding; provided further that, if such Adjustment (bor any actions proposed to be taken with respect thereto) would reasonably be expected to give rise to Taxes in a Post-Closing Period of the Indemnified Party in an amount of $100,000, determined on an annual basis, then, 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 Interested Indemnified Party with copies of any such correspondence or filings for the Interested Indemnified Party’s prior review and comment and comment, (cb) provide the Interested Indemnified Party with written notice reasonably in advance of, and the Interested Indemnified Party shall have the right to attend and participate in, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority with respect to such Adjustment. Furthermore, the Controlling Party may (c) not settle or otherwise resolve a Tax Proceeding enter into any settlement with any Taxing Authority with respect to an such Adjustment that without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld and (d) not contest such Adjustment before a judicial authority unless (A) such Adjustment would reasonably be expected to impact give rise to Taxes payable by the Tax liability Indemnifying Party in an amount greater than $100,000 or (B) the Indemnifying Party has received an opinion of an Interested Party without the consent of such Interested Party, such consent a nationally recognized law firm that it is more likely than not to be unreasonably withheld; provided that prevail on the Controlling Party shall be permitted to settle or otherwise resolve a Tax Proceeding if and when the only unsettled issue of such Tax Proceeding relates to an Adjustment for which an Interested Party has consent rights pursuant to the previous clause, but has not consented to settlementmerits.

Tax Proceeding Procedures. The Controlling Indemnifying Party, in its sole discretion, and at its own expense, shall be entitled to control, administer, contest, litigate, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding for which the Indemnifying Party is responsible pursuant to Article 3 and any such actions taken by the Controlling Indemnifying Party shall be made diligently and in good faith; provided that that, the Controlling Indemnifying Party shall (a) keep the Interested Indemnified Party informed in a timely manner of all actions proposed to be taken by the Controlling Indemnifying Party and shall permit the Interested Indemnified Party to comment in advance on the Controlling Indemnifying Party’s oral or written submissions with respect to such Tax Proceeding; provided further that, if such Adjustment (bor any actions proposed to be taken with respect thereto) would reasonably be expected to give rise to Taxes in a Post-Closing Period of the Indemnified Party in an amount of $100,000 or greater, determined on an annual basis, then 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 Interested Indemnified Party with copies of any such correspondence or filings for the Interested Indemnified Party’s prior review and comment and comment, (cb) provide the Interested Indemnified Party with written notice reasonably in advance of, and the Interested Indemnified Party shall have the right to attend and participate in, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority with respect to such Adjustment. Furthermore, the Controlling Party may (c) not settle or otherwise resolve a Tax Proceeding enter into any settlement with any Taxing Authority with respect to an such Adjustment that without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld and (d) not contest such Adjustment before a judicial authority unless (A) such Adjustment would reasonably be expected to impact give rise to Taxes payable by the Tax liability Indemnifying Party in an amount greater than $100,000 or (B) the Indemnifying Party has received an opinion of an Interested Party without the consent of such Interested Party, such consent a nationally recognized law firm that it is more likely than not to be unreasonably withheld; provided that prevail on the Controlling Party shall be permitted to settle or otherwise resolve a Tax Proceeding if and when the only unsettled issue of such Tax Proceeding relates to an Adjustment for which an Interested Party has consent rights pursuant to the previous clause, but has not consented to settlementmerits.