Common use of Tax Return Information and Tax Proceedings Clause in Contracts

Tax Return Information and Tax Proceedings. (a) Lessor and Lessee shall cooperate fully as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the New Facility; provided that Lessee will control the conduct of any Tax Proceeding if Lessee will bear the liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding and Lessor will control the conduct of any Tax Proceeding if Lessor will bear the liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of Books and Records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and consent to attendance by the other Party in any third-party interview, deposition or other discovery process relating to such Taxes. For the avoidance of doubt, for purposes of this Section 4.4, Taxes imposed on or with respect to the New Facility do not include Taxes imposed on income or Section 45 Credits arising from the production of Refined Coal by the New Facility. (b) Lessor shall retain all Tax Returns and related work papers, and all Books and Records relevant to the business of, and Taxes and Tax Returns with respect to, the New Facility until a Final Disposition has occurred with respect to all Tax periods for which Lessee claims Section 45 Credits with respect to Refined Coal produced by the New Facility. If Lessor wishes to dispose of Books and Records at any time, Lessor shall provide written notice to Lessee describing the Books and Records to be disposed of ninety (90) days prior to taking such action. Lessee may arrange to take delivery of the Books and Records described in such notice at its own expense during such ninety (90)-day period.

Tax Return Information and Tax Proceedings. (a) Lessor and Lessee shall cooperate fully as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the New Facility; provided that Lessee will control the conduct of any Tax Proceeding if Lessee will bear the liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding and Lessor will control the conduct of any Tax Proceeding if Lessor will bear the liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of Books and Records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and consent to attendance by the other Party in any third-party interview, deposition or other discovery process relating to such Taxes. For the avoidance of doubt, for purposes of this Section 4.4, Taxes imposed on or with respect to the New Facility do not include Taxes imposed on income or Section 45 Credits arising from the production of Refined Coal by the New Facility. (b) Lessor shall retain all Tax Returns and related work papers, and all Books and Records relevant to the business of, and Taxes and Tax Returns with respect to, the New Facility until a Final Disposition has occurred with respect to all Tax periods for which Lessee claims Section 45 Credits with respect to Refined Coal produced by the New Facility. If Lessor wishes to dispose of Books and Records at any time, Lessor shall provide written notice to Lessee describing the Books and Records to be disposed of ninety (90) days prior to taking such action. Lessee may arrange to take delivery of the Books and Records described in such notice at its own expense during such ninety (90)-day period.. ARTICLE V

Tax Return Information and Tax Proceedings. (a) Lessor Lessors and Lessee shall cooperate fully as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the New FacilityFacilities; provided that Lessee will control the conduct of any Tax Proceeding if Lessee will bear the liability for any additional Taxes imposed on or with respect to the New Facility as a result of such Tax Proceeding and Lessor will control the conduct of any Tax Proceeding if Lessor will bear the liability for any additional Taxes imposed on or with respect to the New Facility Facilities as a result of such Tax Proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision of Books and Records and information which are reasonably relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and consent to attendance by the other Party in any third-party interview, deposition or other discovery process relating to such Taxes. For the avoidance of doubt, for purposes of this Section 4.4, Taxes imposed on or with respect to the New Facility do not include Taxes imposed on income or Section 45 Credits arising from the production of Refined Coal by the New Facility. (b) Lessor Lessors shall retain all Tax Returns and related work papersworkpapers, and all Books and Records relevant to the business of, and Taxes and Tax Returns with respect to, the New Facility Facilities until a Final Disposition has occurred with respect to all Tax periods for which Lessee claims Section 45 Credits with respect to Refined Coal produced by the New FacilityFacilities. If Lessor wishes to dispose of Books and Records at any time, Lessor shall provide written notice to Lessee describing the Books and Records to be disposed of ninety (90) days 90 Days prior to taking such action. Lessee may arrange to take delivery of the Books and Records described in such notice at its own expense during such ninety (90)-day 90-day period. (c) In the event of a Tax Proceeding *, Lessee agrees to notify Lessors of the commencement of any such Tax Proceeding and to keep Lessors informed of the status of the Tax Proceeding, including providing notice and an opportunity to review any correspondence with any Governmental Authority. Lessee agrees to provide Lessors with an opportunity to comment on written submissions. Lessee and its Affiliates shall consult in good faith with, and shall ensure that due consideration is given to suggestions made, and points raised by, Lessors concerning written submissions, conduct of the Tax Proceeding and settlement discussions with any Governmental Authority in connection with such Tax Proceeding, provided however, that Lessee shall in its sole discretion make all final decisions with respect to the drafting of any written submission, conduct of such Tax Proceeding and settlement discussions, after consultation with Lessors.