Adjudications. In any audit, conference or other proceeding with the IRS, or in any judicial proceedings concerning the determination of the federal income tax liabilities of the Group or any of its Members with respect to any Taxable Period during which each Subsidiary is, or was, a Member of the Group, the Group and each of its Members shall be represented by persons selected by Parent. The settlement and terms of settlement of any issues relating to any such proceeding shall be in the sole discretion of Parent, and each Subsidiary appoints Parent as its agent for the purpose of proposing and concluding any such settlement. The provisions of this paragraph 9 shall be subject to Section 1.08 of the Cooperation Agreement.
Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service or the relevant state or local authorities, or in any judicial proceedings concerning the determination of the federal income tax liabilities of the Parent Group, Panavision or any Subsidiary of Panavision or the state or local income tax liability of any combined group including Panavision or any Subsidiary of Panavision, the parties shall be represented by persons selected by Parent. Parent shall undertake any settlement or other action that it is permitted to take pursuant to this Paragraph 10 affecting the income tax liability of any member of the Panavision Group or any amount payable by Panavision to or receivable by Panavision from Parent with the same diligence and care as if such action pertained to an income tax liability of Parent and as if any amount that might be so payable or receivable by Panavision were payable or receivable by Parent. Each of Panavision and each Subsidiary of Panavision hereby appoints Parent as its agent for the purpose of proposing and concluding any such settlement.
Adjudications. In any audit, conference or other proceeding with the IRS, or in any judicial proceedings, concerning the determination of the Federal income tax liabilities of the Group or of any of its members (an "Adjudication"), the Group and each of its members shall be represented by persons selected by MFH. Each Subsidiary shall cooperate with MFH regarding any Adjudication. The settlement and terms of settlement of any issues relating to an Adjudication shall be in the sole and absolute discretion of MFH.
Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service or the relevant foreign, state or local authorities, or in any judicial proceedings concerning the determination of (i) the federal income tax liabilities of the Parent Consolidated Group, (ii) any tax item of any member of either Subgroup, or (iii) the Other Tax liability with respect to any Combined Return, the parties shall be represented by persons selected by Parent. Parent shall undertake any settlement or other action that it is permitted to take pursuant to this Section 10 affecting (x) the federal income tax or Other Tax liability of any member of a Subgroup or (y) any amount payable by or receivable to either Xxxxxx or PCT pursuant to this Agreement, with the same diligence and care as if such action pertained to an income tax liability of Parent and as if any amount that might be so payable by or receivable to such party were payable by or receivable to Parent. Each of Xxxxxx and PCT hereby appoint (and hereby appoint on behalf of their respective Subsidiaries) Parent as their agent for the purpose of proposing and concluding any such settlement.
Adjudications. In any audit, conference or other proceeding with the Internal Revenue Service or any other taxing authority, or in any judicial proceedings concerning the determination of the United States federal, state or local income tax liabilities of the Affiliated Group, the Affiliated Group shall be represented by persons selected by AMH. The settlement and terms of settlement of any issues relating to such proceeding shall be in the sole discretion of AMH, and each of Holdings and AMI hereby appoints AMH as its agent for the purpose of proposing and concluding any such settlement.
Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service (or the relevant state or local authorities), or in any judicial proceedings concerning the determination of the Federal income tax liability of the Group or Subsidiary or the state or local income tax liability of any combined or consolidated group including Parent, Parent and Subsidiary shall be represented by persons selected by Parent. The settlement and terms of settlement of any issues relating to such proceeding shall be in the sole discretion of Parent, and Subsidiary hereby appoints Parent as its agent for the purpose or proposing and concluding any such settlement.
Adjudications. In any audit, conference, or other proceeding with the IRS or the relevant state or local authorities, or in any judicial proceedings concerning the determination of the Federal income tax liability of the SFAC Group (including any of the members of the SFC Holdings Group) or the state or local income tax liability of any combined or consolidated group including any member of the SFAC Group in addition to any member of the SFC Holdings Group, SFAC and each relevant member of the SFC Holdings Group shall be represented by persons selected by SFAC. The settlement and terms of settlement of any issues relating to such proceeding shall be in the sole discretion of SFAC, and SFC Holdings, on behalf of itself and each member of the SFC Holdings Group, hereby appoints SFAC as its agent for the purposes of proposing and concluding any such settlement.
Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service or the relevant state or local authorities, or in any judicial proceedings concerning the determination of the Federal income tax liabilities of the Parent Group or Operating Co. (or any of the Subsidiaries of Operating Co.) or the state or local income tax liability of any combined group including Parent or Operating Co. (or any of the Subsidiaries of Operating Co.), the parties shall be represented by persons selected by Parent. The settlement and terms of settlement of any issues relating to such proceeding shall be in the sole discretion of Parent, absent manifest error, and Operating Co. and each Subsidiary of Public Co. hereby appoints Parent as its agent for the purpose of proposing and concluding any such settlement.
Adjudications. In any audit, conference, or other proceeding with the Internal Revenue Service or the relevant state or local authorities, or in any judicial proceedings concerning the determination of the Federal income tax liabilities of the Group or the state or local income tax liability of any combined group including Parent or any Subsidiary, the relevant taxpayer(s) shall be represented by persons selected by Parent. Parent shall undertake any settlement or other action that it is permitted to take pursuant to this Paragraph 10 affecting the income tax liability of a Subsidiary or any amount payable by a Subsidiary to or receivable by a Subsidiary from Parent with the same diligence and care as if such action pertained to an income tax liability of Parent and as if any amount that might be so payable or receivable by such Subsidiary were payable or receivable by Parent. Each Subsidiary hereby appoints Parent as its agent for the purpose of proposing and concluding any such settlement.
Adjudications. In any audit, conference or other proceeding with the IRS, or in any judicial proceedings, concerning the determination of the U.S. federal income tax liabilities of the Group or of any of its members (an "Adjudication"), the Group and each of its members (including each member of the MFFB Subgroup) shall be represented by persons selected by Parent. Each member of the MFFB Subgroup shall cooperate with Parent regarding any Adjudication. The settlement and terms of settlement of any issues relating to an Adjudication shall be in the reasonable discretion of Parent.
