Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c):
Control of Tax Contests. (a) Except as provided in Section 5.02(b), Weyerhaeuser shall have the right to (i) contest, compromise or settle any adjustment or deficiency proposed or asserted with respect to any Tax liability of a Weyerhaeuser Group member, any Tax liability reflected on a Joint Return, or any tax liability reflected on a WRECO Separate Return for a Pre-Transaction Agreement Period, and (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any such Taxes for any such period. If any Tax Contest described in the preceding sentence relates to WRECO Group Taxes or Transaction Taxes with respect to which Parent could be liable under Section 2.02(a) (either an “RMT Issue”), (A) Weyerhaeuser shall (1) keep Parent fully informed, in all material respects, regarding the progress of the prosecution or defense of such Tax Contest, (2) promptly provide Parent with copies of any correspondence relating to Taxes received from any Taxing Authority in connection with such Tax Contest and (3) provide Parent with drafts of any correspondence relating to Taxes from Weyerhaeuser to any Taxing Authority in connection with such Tax Contest and provide Parent with a reasonable opportunity to comment on such correspondence and (B) if Parent acknowledges its liability in writing for all the Taxes that would be owed to a Taxing Authority in the event of an adverse determination with respect to the RMT Issue, Weyerhaeuser shall not settle or compromise such RMT Issue without Parent’s written consent, which consent may not be unreasonably withheld, delayed or conditioned. If Parent withholds its consent to a settlement or compromise described in clause (B) above, Parent shall be liable for any Taxes resulting from a Final Determination to the extent the basis for the Final Determination is such that the RMT Group would have liability for the applicable Taxes under this Agreement or if the Final Determination fails to clearly articulate the basis for liability such that it is not reasonably ascertainable which party would be liable for the Taxes under this Agreement. Weyerhaeuser and Parent shall use their reasonable best efforts to ensure that the Final Determination clearly provides the basis for such determination.
Control of Tax Contests. (a) Parent may elect to control, and to have sole discretion in handling, settling or contesting, any Tax Contest relating to (i) all Tax Returns for which Parent is responsible for preparing and filing under Section 3.01, (ii) all Transfer Taxes, (iii) all Transaction Taxes assessed against Parent by the applicable Taxing Authority and (iv) the tax treatment of the Proposed Transactions (except as provided in Section 5.02(b)(iii)) and the Non-U.S. Transfer; provided, however, that (x) Parent shall act in good faith in connection with its control of any such Tax Contests for which RMT Partner and Splitco may be required to indemnify Parent pursuant to this Agreement and keep RMT Partner and Splitco informed in a timely manner of all actions taken or proposed to be taken and timely provide RMT Partner and Splitco with copies of all correspondence and filings in connection therewith, (y) RMT Partner and Splitco shall have the right, at their own expense, to participate in (including the opportunity to review and provide reasonable comments on Parent’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld) and advise on (including with respect to strategy for any settlement decisions) any such Tax Contests for which RMT Partner or Splitco may be required to indemnify Parent pursuant to this Agreement and (z) with respect to any such Tax Contest for which RMT Partner or Splitco would be required to indemnify Parent pursuant to this Agreement, Parent shall not settle or concede such Tax Contest without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld;
Control of Tax Contests. (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest.
Control of Tax Contests. Each Company shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement, except that (x) Holdings shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a Consolidated Return or Combined Return and (y) TODCO shall not, without written consent from Holdings, exercise its discretion in handling, settling or contesting or paying Taxes subject to any Tax Contest in a manner that TODCO knows, or reasonably should know, would adversely affect any member of the Transocean Tax Group.
Control of Tax Contests. Each Company shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement; provided, however, ICN shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a Consolidated or Combined Income Tax Return of the ICN Group. Furthermore, both Companies may participate in any Tax Contest with respect to Restructuring Taxes regardless of whether it has liability or indemnification obligations with respect to such Taxes under this Agreement.
Control of Tax Contests. (a) EHI shall have sole control over any Tax Contest relating to any Separate Returns of the Extendicare Group and, except as provided in the following sentence, Tax Contest relating to any Joint Returns. In the case of any Tax Contest relating to any Joint Returns for which ALC determines, in its reasonable discretion, that it could be liable for an amount greater than $10,000 under Article II as a result of such Tax Contest, ALC may elect to jointly control, and to have the right to equally participate in, at its own expense, all material activities and decisions (including strategic decisions) with respect to, any such Tax Contest and EHI shall not settle any such Tax Contest without ALC’s prior written consent.
Control of Tax Contests. Each party shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement and shall pay any costs associated with such Tax Contest; provided, however, BioPharma shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a consolidated, combined or unitary federal or state Income Tax of which BioPharma or a BioPharma Subsidiary is the common parent. In the event that BioPharma controls (pursuant to the proviso in the previous sentence) any Tax Contest which gives rise to a Biotechnologies indemnification obligation hereunder, BioPharma shall consult with Biotechnologies with respect to such Tax Contest (to the extent such Tax Contest relates to issues for which Biotechnologies is liable) and shall consider in good faith Biotechnologies’s advice with respect thereto. Furthermore BioPharma may participate in any Tax Contest with respect to any Covered Transaction Tax (as hereinafter defined), and Biotechnologies shall consider in good faith BioPharma’s advice with respect thereto, regardless of whether BioPharma has liability or indemnification obligations with respect to such Tax under this Agreement.
Control of Tax Contests. (a) Except as otherwise provided in Section 5.2(b), Synovus shall control, and shall have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, any Synovus Separate Returns or the Tax treatment of the Transactions, provided that (i) Synovus shall act in reasonable good faith in connection with its control of any such Tax Contests, (ii) TSYS shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon Synovus’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of Synovus, not to be unreasonably withheld) such items for which TSYS could be liable under Article II as a result of such Tax Contest, and (iii) Synovus shall not settle or compromise items for which TSYS could be liable under Article II as a result of such Tax Contest without the prior written consent of TSYS, which shall not unreasonably be withheld.
Control of Tax Contests. Whenever any taxing authority asserts a claim, makes a written assessment or otherwise disputes the amount of Taxes for which any of the Sellers are or may be liable under this Agreement or by reason of the Sellers' ownership of Company Shares on or before the Closing Date, the Buyer shall, if informed of such an assertion, inform the Sellers Representative within fifteen (15) business days, and the Sellers Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which the Sellers may be liable (either directly or pursuant to Section 6.2 hereof); provided however, that no settlement that could reasonably be expected to materially affect the amount of Taxes imposed on the Buyer or the Company for taxable periods beginning on or after the Closing Date may be agreed to without the consent of the Buyer, which consent may not be unreasonably withheld or delayed. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which the Buyer is or may be liable under this Agreement (after taking into account the effect of Section 6.2 hereof), the Sellers shall, if informed of such assertion in writing, inform the Buyer within fifteen (15) days, and the Buyer shall have the right to control any resulting proceedings to the extent that they relate to such claim, assessment or dispute, and to determine whether and when to settle any such claim, assessment or dispute; provided however, that the Sellers Representative shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings could reasonably be expected to materially affect the amount of Taxes for which the Sellers are or may be liable (either directly or pursuant to Section 6.2 hereof).
