Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. (a) If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a Buyer’s Tax Indemnitee pursuant to Section 8.1, then the Buyer shall give notice to the Seller in writing of such claim and of any counterclaim the Buyer proposes to assert. (b) Seller, at its own expense, shall control the conduct of all audits, contests, claims for refunds or other administrative or judicial proceedings (a “Tax Proceeding”) in respect of Taxes for which Seller is solely responsible pursuant to this Agreement and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel). Buyer shall have the right to participate in such Tax Proceeding at its own expense. Notwithstanding the foregoing, Seller shall not settle such Tax Proceeding without the prior written consent of Buyer, which consent shall not be unreasonably withheld, if such Tax Proceeding could have a material adverse impact on the Taxes of the Buyer or any of its Affiliates. (c) The Seller and Buyer shall jointly control and participate in all Tax Proceedings in respect of Taxes for which both Seller and Buyer are responsible pursuant to this Agreement and shall bear their own respective costs and expenses. Neither the Seller nor Buyer shall settle any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. (d) Buyer shall control all other Tax Proceedings in respect of Taxes relating to the Companies.

Tax Proceedings. (a) If a claim The Purchaser shall be made by promptly notify the Shareholders following receipt of any taxing authoritynotice of audit or other proceeding relating to any federal, which, if successful, might result in an indemnity payment state or local Tax Return filed with respect to a Buyer’s Pre-Closing Tax Indemnitee pursuant to Section 8.1, then Period or a Straddle Tax Period (the Buyer shall give notice to the Seller in writing of such claim and of any counterclaim the Buyer proposes to assert. (b) Seller“Prior Period Returns”). The Purchaser shall, at its own expenseelection, shall control the conduct of any and all audits, contests, claims for refunds audits or other administrative or judicial proceedings and litigation relating to any Prior Period Return (other than with respect to a “Straddle Tax Proceeding”) in respect Period), including the filing of Taxes for which Seller is solely responsible pursuant to this Agreement an amended Tax Return, and may make all decisions taken in connection with shall keep the Shareholders reasonably informed of the status of any such Tax Proceeding (including selection of counsel). Buyer shall have the right to participate in such Tax Proceeding at its own expensematters. Notwithstanding the foregoing, Seller the Purchaser shall not settle or compromise any such Tax Proceeding audit or other proceeding or litigation without the prior written consent of Buyer, which consent shall Shareholders’ approval (not to be unreasonably withheld, if conditioned or delayed); provided, however, that should the Shareholders withhold their consent of any such Tax Proceeding could have a material adverse impact on settlement or compromise, then the Taxes Purchaser shall thereafter allow the Shareholders to participate in or, at the Purchaser’s election, control such audit or other proceeding or litigation provided that the Shareholders acknowledge their obligation to fully indemnify the Purchaser for all Losses (including Taxes) resulting from such audit or other proceeding or litigation as required pursuant to Section 10.1(a)(iii), and the Shareholders shall advance to the Purchaser their good faith estimate of the Buyer or any of its Affiliates. (c) The Seller and Buyer shall jointly control and participate in all Tax Proceedings in respect of Taxes for which both Seller and Buyer are responsible pursuant to this Agreement and shall bear their own respective total anticipated legal costs and expenses. Neither the Seller nor Buyer shall settle any such Tax Proceeding without the prior written consent of the otherPurchaser in connection with the continuation of such audit or other proceeding or litigation, which consent shall not be unreasonably withheld plus any payments required by the taxing authority in order to continue such audit or delayedother proceeding or litigation. (d) Buyer shall control all other Tax Proceedings in respect of Taxes relating to the Companies.

Tax Proceedings. (a) If a claim The WM Parent shall be made by any taxing authority, which, if successful, might result in an indemnity payment control all matters and disputes relating to a Buyer’s Consolidated Return of a Parent Group, including the matter described in Schedule 2.8(c)(1)(a). The WM Parent shall also have the right to control any other Tax Indemnitee pursuant to Section 8.1, then the Buyer shall give notice to the Seller in writing of such claim matter and of any counterclaim the Buyer proposes to assert. (b) Seller, at its own expense, shall control the conduct of all audits, contests, claims for refunds or other administrative or judicial proceedings dispute (a “Tax ProceedingClaim”) in respect of Taxes relating to the Assets or the Companies if and to the extent such Tax Claim is for any taxable period (or portion thereof) ending on or before to the Closing Date for which Seller the WM Parent is solely responsible obligated to indemnify the Buyer Indemnified Parties pursuant to this Agreement Agreement; provided, that the WM Parent shall keep the Buyer promptly informed regarding material developments with respect thereto (including by providing the Buyer copies of written correspondence with respect thereto), the Buyer shall be entitled to participate in the conduct thereof, and may make all decisions taken in connection with the WM Parent shall not settle or compromise such matter or portion thereof without the prior written consent of the Buyer, such consent not to be unreasonably withheld, conditioned or delayed; provided, further that if the WM Parent does not assume control of such Tax Proceeding (including selection Claim within a reasonable period following the receipt by the WM Parent of counsel). notice of such Tax Claim, the Buyer shall have the right to participate in assume control of such Tax Proceeding at its own expense. Notwithstanding Claim, provided that the foregoing, Seller Buyer shall not settle such Tax Proceeding Claim without the prior written consent of Buyerthe WM Parent, which consent shall not be unreasonably withheld, if such Tax Proceeding could have a material adverse impact on the Taxes of the Buyer or any of its Affiliates. (c) The Seller and Buyer shall jointly control and participate in all Tax Proceedings in respect of Taxes for which both Seller and Buyer are responsible pursuant to this Agreement and shall bear their own respective costs and expenses. Neither the Seller nor Buyer shall settle any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld conditioned or delayed. (d) Buyer shall control all other Tax Proceedings in respect of Taxes relating to the Companies.

Tax Proceedings. (a) If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a Buyer’s Tax Indemnitee pursuant to Section 8.1‎8.1, then the Buyer shall give notice to the Seller in writing of such claim and of any counterclaim the Buyer proposes to assert. (b) Seller, at its own expense, Seller shall control the conduct of all audits, contests, claims for refunds or other administrative or judicial proceedings (a “Tax Proceeding”) in respect of Taxes for which Seller is solely responsible pursuant to this Agreement and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel). Buyer shall have the right to participate in such Tax Proceeding at its own expense. Notwithstanding the foregoing, Seller shall not settle such Tax Proceeding without the prior written consent of Buyer, which consent shall not be unreasonably withheld, if such Tax Proceeding could have a material adverse impact on the Taxes of the Buyer or any of its AffiliatesAffiliates (including, for any period after the Closing Date, University Park). For purposes of this Agreement, any request for reimbursement pursuant to ‎Article III of the Redevelopment Agreement shall be considered a claim for refund in respect of Taxes. (c) The Seller and Buyer shall jointly control and participate in all Tax Proceedings in respect of Taxes for which both Seller and Buyer are responsible pursuant to this Agreement and shall bear their own respective costs and expenses. Neither the Seller nor Buyer shall settle any such Tax Proceeding without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. (d) Buyer shall control all other Tax Proceedings in respect of Taxes relating to the Companies.

Tax Proceedings. (ai) If Buyer, the Company, or the Blocker receives notice of any audit or other inquiry with respect to Taxes for a claim Pre-Closing Tax Period which would reasonably be expected to affect the Tax liability of Sellers (taking into account the indemnification and other provisions of this Agreement), the Buyer shall be made by promptly inform Sellers’ Representative of such notice (which notice shall include copies of any correspondences received from any taxing authority, which, if successful, might result in an indemnity payment to a Buyer’s Tax Indemnitee pursuant to Section 8.1, then the Buyer shall give notice to the Seller in writing of such claim and of any counterclaim the Buyer proposes to assert). (bii) SellerAt its election, the Sellers’ Representative shall control, at its own the Sellers’ sole cost and expense, shall control any Tax Proceeding of the conduct of all audits, contests, claims Company or the Blocker for refunds or other administrative or judicial proceedings a Pre-Closing Tax Period (a “Seller Tax Proceeding”) in respect of Taxes for which Seller is solely responsible pursuant to this Agreement and may make all decisions taken in connection with such Tax Proceeding (including selection of counsel). The Sellers’ Representative shall consult with the Buyer shall have regarding any such Seller Tax Proceeding, provide the right Buyer with information and EAST\134549672.25 60 documents related thereto, permit the Buyer or its representative to participate in attend any such Seller Tax Proceeding at its own expense. Notwithstanding the foregoingProceeding, Seller shall and not settle such Tax Proceeding any issue therein without the prior written consent of Buyer, the Buyer (which consent shall not be unreasonably withheld, if such conditioned or delayed). In the event that the Sellers’ Representative does not elect to control a Seller Tax Proceeding could have a material adverse impact on the Taxes of Proceeding, the Buyer shall consult with the Sellers’ Representative regarding any such Seller Tax Proceeding, provide the Sellers’ Representative with information and documents related thereto, permit the Sellers’ Representative or its representative to attend any of its Affiliates. (c) The such Seller Tax Proceeding, and Buyer shall jointly control and participate in all Tax Proceedings in respect of Taxes for which both Seller and Buyer are responsible pursuant to this Agreement and shall bear their own respective costs and expenses. Neither the Seller nor Buyer shall not settle any such Tax Proceeding issue therein without the prior written consent of the other, Sellers’ Representative (which consent shall not be unreasonably withheld withheld, conditioned or delayed). (d) Buyer shall control all other Tax Proceedings in respect of Taxes relating to the Companies.