Agreed Issues. The Responsible Party will not enter into any agreement with a state Tax Authority as agent for the Non-Responsible Party with respect to any Adjustment in connection with a Combined Return without the written consent of the Non-Responsible Party (not to be unreasonable withheld or delayed) in such cases where the Non-Responsible Party’s group would be liable for more than 50% of the proposed Tax Liability (as allocated under this Agreement) at issue. For purposes of this paragraph, all determinations shall be made separately for each Adjustment.
Appears in 2 contracts
Sources: Tax Separation Agreement (dELiAs, Inc.), Tax Separation Agreement (dELiAs, Inc.)