Which Party Controls. (i) The Sellers shall have the right to represent the Company and its Subsidiaries' interests in any tax audit or administrative or court proceeding relating to taxable years or periods ending on or before the Closing Date that include the income or operations of the Company and its Subsidiaries, and to employ counsel of its choice at its expense. The Purchaser shall be entitled to participate in the portion of any such audit or proceeding relating to the income or operations of the Company or its Subsidiaries (a "Pre-Closing Company Tax Audit") and employ counsel of its choice at its own expense. The Sellers shall keep the Purchaser informed of the status of material changes in the Pre-Closing Company Tax Audit, and shall provide the Purchaser with a reasonable opportunity to review and comment on any material written correspondence received or proposed to be delivered with respect to the tax position of the Company or any of its Subsidiaries in connection with any such Pre-Closing Company Tax Audit. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any such claim for Taxes that would adversely affect the liability for Taxes of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which consent may not be unreasonably withheld.
Which Party Controls. (i) DuPont's Items. If such Tax Audit relates -------------- to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including, without limitation, selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner). In no case shall Buyer, the Transferred Business Companies or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent. In addition, if a Tax Audit relates to a Tax of a Controlled Foreign Subsidiary for a Pre-Closing Tax Period and the Foreign Tax Threshold Amount has not been exceeded, DuPont shall have the right (but not the obligation) to control the defense and settlement of such Tax Audit, provided that DuPont agrees to be responsible for the Taxes assessed in such Tax Audit and any such Taxes shall not be applied to the Foreign Tax Threshold Amount.
Which Party Controls. Seller shall have the right to control any Tax Audit with respect to (a) any taxable period ending on or prior to the Scheduled Closing Date and (b) the Restructuring and shall have sole discretion as to whether and when to settle any such Tax Audit, including settlement by way of surrendering Group Relief where such claim for Taxes arises in respect of any Packaging Company subject to taxation in the United Kingdom or any other juris- diction. If the result of any Tax Audit relating to a Tax Return described in the preceding sentence could reasonably be expected to have an effect on the Tax liability of Purchaser, any of Purchaser's Affiliates or any of the Packaging Compa- xxxx for any taxable period ending after the Scheduled Closing Date, to the extent reasonably requested by Purchaser, Seller shall consult with Purchaser and keep Purchaser informed of the status of the Tax Audit; provided that, Seller shall have complete control over the conduct of such Tax Audit and sole discretion as to whether and when to settle any such Tax Audit. Purchaser shall have the right to control any Tax Audit with respect to any taxable period beginning after the Scheduled Closing Date and shall have sole discretion as to whether and when to settle any such Tax Audit. With respect to any Tax Audit relating to a Straddle Period (other than a Tax Audit relating to the Restructuring), Purchaser initially shall control such Tax Audit, provided, however, that:
(A) Purchaser shall keep Seller informed of any discussion or negotiations in relation to such Tax Audit;
(B) Purchaser shall provide Seller with copies of all documents, notices and correspondence received in relation to such Straddle Period and with details of any material discussions with the relevant Tax Authority; and
(C) Purchaser shall, in relation to any matter with respect to which liability for Taxes would be wholly allocated to Seller hereunder, take such action in connection with such matter as Seller may reasonably and promptly request and, if so requested by Seller, Purchaser shall allow Seller to take over the control of such Tax Audit with respect to such matter, provided, however, that (x) Purchaser shall be kept fully informed of all matters occurring in the conduct thereof, and (y) no material communication, written or otherwise (and in particular no proposal for or consent to any settlement or compromise) shall be transmitted to the relevant Tax Authority without the same having been submitted to and...
Which Party Controls
