Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. In the event the Partnership or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Companies for Taxes for any period for which KMI is or may be liable under Section 7.1, the Partnership shall notify KMI in writing thereof (the “Partnership Notice”) no later than the earlier of (a) thirty (30) days after the receipt by the Partnership or any of its affiliates of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which KMI is or may be liable under Section 7.1, KMI shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (i) KMI notifies the Partnership in writing that it desires to do so no later than the earlier of (1) thirty (30) days after receipt of the Partnership Notice or (2) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI may not, without the consent of the Partnership (which consent shall not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof.

Tax Proceedings. In the event the Partnership or Buyer, any of its affiliates the Buying Parties, any of the Acquired Entities or their Affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of any of the Companies Acquired Entities for Taxes for any period for which KMI Seller is or may be liable under paragraph (a) of Section 7.18.2 or may give rise to a liability for the breach of any representation in Section 4.13, the Partnership Buyer shall notify KMI Seller in writing thereof (the “Partnership Buyer Notice”) no later than the earlier of (a) thirty ten (3010) days after the receipt by the Partnership or any of its affiliates of the Proceeding Notice Notice, or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice ; provided, however, that the failure to give such notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or not release a Party from its obligations under this Article VIII except to the extent the other documents received from any Taxing Authority with respect to such matterParty was prejudiced as a result thereof. As to any such Taxes for which KMI Seller is or may be liable under paragraph (a) of Section 7.18.2, KMI Seller shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (i) KMI Seller notifies the Partnership Buyer in writing that it desires to do so no later than the earlier of (1i) thirty (30) days after receipt of the Partnership Notice Buyer Notice, or (2ii) five ten (510) days prior to the deadline for responding to the Proceeding Notice, and ; provided that Seller may not enter any settlement that would affect any Tax period (iiof the Buyer or its Affiliates (including the Acquired Entities)) KMI may not, subsequent to the Closing Date without the prior written consent of the Partnership (Buyer, which consent shall will not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties parties shall cooperate with each other and with their respective affiliatesAffiliates, and shall will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof8.3.

Tax Proceedings. In the event Buyer, APL, the Partnership APL Subsidiaries or any of its affiliates receives their Affiliates receive notice (the “"Proceeding Notice”") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Companies APL or any APL Subsidiary for Taxes for any period for which KMI Seller is or may be liable under Section 7.18.2(a), the Partnership Buyer shall notify KMI Seller in writing thereof (the “Partnership "Buyer Notice”") no later than the earlier of (a) thirty (30) days after the receipt by Buyer, APL, the Partnership APL Subsidiaries or any of its affiliates their Affiliates of the Proceeding Notice Notice, or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which KMI Seller is or may be liable under Section 7.18.2(a), KMI Seller shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (i) KMI Seller notifies the Partnership Buyer in writing that it desires to do so no later than the earlier of (1i) thirty (30) days after receipt of the Partnership Notice Buyer Notice, or (2ii) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI may not, without the consent of the Partnership (which consent shall not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties parties shall cooperate with each other and with their respective affiliatesAffiliates, and shall will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.38.3. The Partnership will provideIf one or more adjustments are made to the Tax liability of the BP America Group, Seller, APL or cause an APL Subsidiary that (i) produce a net Tax benefit to be providedthe BP America Group, Seller, APL or an APL Subsidiary as to KMI necessary authorizationsTaxes for which Seller is liable under Section 8.2(a) and (ii) increase the net Tax liability of Buyer, including powers of attorneyAPL or an APL Subsidiary for Taxes for which Buyer is liable under Section 8.2(b), to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI then Seller shall pay to the Partnership Buyer the amount of any the net Tax Losses liability promptly after Buyer incurs such liability. If Buyer takes one or more positions, in original Tax Returns or as a result of adjustments, that (i) produce a net Tax benefit to Buyer or its affiliates as to Taxes for which Buyer is liable under Section 8.2(b) and (ii) increase the Partnership may become entitled to by reason net Tax liability of the provisions BP America Group, Seller, APL or an APL Subsidiary for Taxes for which Seller is liable under Section 8.2(a), then Buyer shall pay to Seller the amount of this Article VII within fifteen (15) days after the extent of any net Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof.promptly after Seller incurs such liability. For this

Tax Proceedings. In the event the Partnership Buying Parties or any of its affiliates an Acquired Entity receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Companies Acquired Entities for Taxes for any period for which KMI Parent is or may be liable under paragraph (a) of Section 7.18.1 or may give rise to a liability for the breach of any representation in Section 4.14, the Partnership Buyer Parent shall notify KMI Parent in writing thereof (the “Partnership Buyer Notice”) no later than the earlier of within ten (a) thirty (3010) days after the receipt by either the Partnership Buying Parties or any of its affiliates an Acquired Entity of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which KMI Parent is or may be liable under paragraph (a) of Section 7.18.1, KMI Parent shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (i) KMI Parent notifies the Partnership Buyer Parent in writing that it desires to do so no later than the earlier of (1i) thirty (30) days after receipt of the Partnership Notice Buyer Notice, or (2ii) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI may not, . Parent shall allow the Buying Parties to participate at the Buying Parties’ expense in any such proceeding. Parent shall not settle any such proceeding in a manner that would materially adversely affect the Acquired Entities or the Buying Parties after the Closing Date without the prior written consent of the Partnership (which consent shall not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a courtBuying Parties. The Parties parties shall cooperate with each other and with their respective affiliates, and shall will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof8.2.

Tax Proceedings. In the event the Partnership Buyer or any of its affiliates receives notice (the “"Proceeding Notice”") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Companies Stock Entities and their Subsidiaries for Taxes for any period for which KMI the Sellers is or may be liable under clause (b) of Section 7.1, the Partnership Buyer shall notify KMI the Sellers in writing thereof (the “Partnership "Buyer Notice”") no later than the earlier of (a) thirty five (305) days after the receipt by the Partnership Buyer or any of its affiliates of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Buyer Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority taxing authority with respect to such matter. As to any such Taxes for which KMI the Sellers is or may be liable under clause (b) of Section 7.1, KMI the Sellers shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (i) KMI it notifies the Partnership Buyer in writing that it desires to do so no later than the earlier of (1) thirty (30) days after receipt of the Partnership Buyer Notice or (2) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI Sellers may not, without the consent of the Partnership (which consent shall not be unreasonably withheld)Buyer, agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies Buyer is or may be liable under clause (c) of Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof7.

Tax Proceedings. In the event the Partnership KMEP or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Companies for Taxes for any period for which KMI is the Contributors are or may be liable under Section 7.1, the Partnership KMEP shall notify KMI the Contributors in writing thereof (the “Partnership KMEP Notice”) no later than the earlier of (a) thirty (30) days after the receipt by the Partnership KMEP or any of its affiliates of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership KMEP Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which KMI is the Contributors are or may be liable under Section 7.1, KMI the Contributors shall be entitled at its their expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (i) KMI notifies the Partnership Contributors notify KMEP in writing that it desires they desire to do so no later than the earlier of (1) thirty (30) days after receipt of the Partnership KMEP Notice or (2) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI the Contributors may not, without the consent of the Partnership KMEP (which consent shall not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership KMEP or the Companies is or may be liable under Section 7.1. KMI The Contributors shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership KMEP will provide, or cause to be provided, to KMI the Contributors necessary authorizations, including powers of attorney, to control any proceedings which KMI is the Contributors are entitled to control pursuant to this Section 7.3. KMI The Contributors shall pay to the Partnership KMEP the amount of any Tax Losses the Partnership KMEP may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof.

Tax Proceedings. In the event the Partnership or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Companies for Taxes for any period for which KMI is or may be liable under Section 7.1, the Partnership shall notify KMI in writing thereof (the “Partnership Notice”) no later than the earlier of (a) thirty Following the Closing, the Buyer, on the one hand, and the Sellers, on the other hand (30) days after each, the receipt by “Recipient,” and together, the Partnership or any of its affiliates of “Contest Parties”), shall notify the Proceeding Notice or (b) other Contest Party within ten (10) days prior Business Days of receipt by the Recipient of written notice of any Tax Proceeding in respect of the Real Property or any Company or Subsidiary of any Company relating to any Pre-Closing Tax Period. In addition to the deadline for responding foregoing, each Contest Party shall promptly provide to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by other Contest Party copies of any notice or all written notices and other documents received from the applicable Governmental Entity (provided that the Contest Party receiving such notice or other document may redact from such copies information not reasonably related to or necessary for prosecuting such Tax Proceeding). (b) The Sellers shall, at their expense, control the defense and settlement of all Tax Proceedings in respect of the Real Property or any Taxing Authority Company relating to any Pre-Closing Tax Period (other than with respect to such matter. As to any such Taxes for a Straddle Period, which KMI is or may be liable under addressed is Section 7.18.5(c)); provided, KMI however, that the Sellers shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (i) KMI notifies consult in good faith with the Partnership Buyer before taking any action in writing connection with such Tax Proceeding that it desires to do so no later than might adversely affect the earlier of Buyer or the Companies, (1ii) thirty (30) days after receipt of the Partnership Notice or (2) five (5) days prior to the deadline for responding to the conduct such Tax Proceeding Noticediligently and in good faith, and (iiiii) KMI may notnot settle, discharge, compromise, or otherwise dispose (collectively, “dispose”) of such Tax Proceeding if such disposition would result in, or otherwise involve, any liability for Taxes of the Buyer or the Companies without obtaining the prior written consent of the Partnership (Buyer, which consent shall not be unreasonably withheld), agree conditioned or delayed. (c) The Buyer shall, at its expense, control the defense and settlement of all Tax Proceedings in respect of the Real Property or any Company relating to any settlement which Straddle Period; provided, however, that the Buyer shall (i) consult in good faith with the Sellers before taking any action in connection with such Tax Proceeding that might adversely affect the Sellers, (ii) conduct such Tax Proceeding diligently and in good faith, and (iii) not dispose of such Tax Proceeding if such disposition would result in, or otherwise involve, any liability for Taxes of the Sellers without obtaining the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Any refunds or savings in the payment of Taxes resulting from such Tax Proceedings applicable to the period prior to the date of the Closing shall belong to and be the property of the Sellers, and any refunds or savings in the payment of taxes applicable to the period from and after the date of the Closing shall belong to and be the property of the Buyer; provided, however, with respect to any Tenants who were in occupancy of the Real Property during the period for which any Tax refunds or savings are applicable and continued to be in occupancy of the Real Property for any period from and after the Closing Date, if any such refund creates an increase in obligation to reimburse any such Tenants for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of Taxes for which such required reimbursement (after deduction of allocable expenses as may be provided in the Partnership or Lease to such Tenant) shall be paid to the Companies is and the Buyer shall cause the Companies, at the Buyer’s election, either (i) to disburse the same to such Tenants or may be liable under Section 7.1(ii) to credit the Tenants the same against the next installments of such Tenant’s Additional Rents. KMI All reasonable attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be required to pay any Taxes required to be paid apportioned between the Sellers and the Buyer in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay proportion to the Partnership the gross amount of such refunds or savings payable to the Sellers and the Buyer, respectively (without regarding to any Tax Losses the Partnership may become entitled amounts reimbursable to by reason of the Tenants). (e) The provisions of this Article VII within fifteen (15) days after Section 8.5 shall survive the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereofClosing.

Tax Proceedings. The administration of all Tax Proceedings shall be governed by the following provisions: (i) Except as otherwise provided in this Section 6.4(d), any Tax Proceeding associated with Seller Taxes shall constitute a Third Party Claim governed by the procedures set forth in Section 8.4. In the event the Partnership or any of its affiliates receives notice (the “Proceeding Notice”) of any examinationconflict between the provisions of this Section 6.4(d) and the provisions of Section 8.4, claimthis Section 6.4(d) shall control. (ii) Buyer and the Companies, adjustmenton the one hand, and Seller, on the other hand, shall provide prompt written notice to each other upon becoming aware of any pending or other proceeding with respect to the liability of the Companies for Taxes for any period for which KMI is or may be liable under Section 7.1threatened Tax Proceeding, the Partnership shall notify KMI in writing thereof (the “Partnership Notice”) no later than the earlier of (a) thirty (30) days after the receipt by the Partnership or any of its affiliates of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by including copies of any notice or other documents received from all correspondence with any Taxing Authority with respect thereto; provided, however, that no delay providing such notification shall relieve Seller from any obligation to such matterindemnify Buyer under Section 8.2 unless (and then solely to the extent) Buyer is materially prejudiced thereby. As Such notice shall be in addition to any notice of a Third Party Claim pursuant to Section 8.4(a). (iii) Seller shall keep Buyer reasonably informed of the progress of any Tax Proceeding under Seller’s sole control pursuant to Section 8.4. (iv) Buyer shall have the right, at its own expense, to control and make all decisions taken in connection with any Tax Proceeding regarding a Straddle Period; provided, however, that if the results of any such Taxes for which KMI is or may Tax Proceeding would reasonably be liable expected to result in any liability under Section 7.18.2 for Seller in excess of $25,000, KMI then Buyer shall be entitled at its expense to control or not settle the contest of any such examinationproceeding without Seller’s prior written consent, claim, adjustment, or other proceeding, provided (i) KMI notifies the Partnership in writing that it desires to do so no later than the earlier of (1) thirty (30) days after receipt of the Partnership Notice or (2) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI may not, without the consent of the Partnership (which consent shall may not be unreasonably withheld), agree conditioned or delayed, and Seller shall, at its own expense, have a right to any settlement which would result in an increase participate in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation defense and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any such Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereofProceeding.