Agreed Issues. Comdata will not enter into any agreement with a Tax Authority as agent for the HCM Group with respect to any Adjustment without the written consent of HCM (not to be unreasonably withheld or delayed) in those cases where the HCM Group would be liable for more than 50% of the proposed Tax Liability (as allocated under this Agreement) attributable to such Adjustment. For purposes of this paragraph, all determinations shall be made separately for each Adjustment.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Fleetcor Technologies Inc)