Competent Authority Proceedings Sample Clauses
Competent Authority Proceedings. In the event that a Tax Authority proposes an adjustment with respect to a Tax Return of a Company (the “Adjusted Company”) or a member of its Group, and, in connection with such adjustment, a corresponding adjustment or other relief may be available to the other Company or a member of its Group pursuant to a Competent Authority Proceeding, the Adjusted Company shall promptly notify the other Company of such adjustment and the Companies shall cooperate in good faith to determine whether to initiate a Competent Authority Proceeding to request such corresponding adjustment or other relief. If the Companies initiate any such Competent Authority Proceeding, the Adjusted Company shall have the right to control such Competent Authority Proceeding; provided that (i) the Adjusted Company shall keep the other Company reasonably informed in a timely manner of all significant developments in respect of such Competent Authority Proceeding, and all significant actions taken or proposed to be taken by the Adjusted Company with respect to such Tax Contest, (ii) the Adjusted Company shall timely provide the other Company with copies of any written materials prepared, furnished or received in connection with such Competent Authority Proceeding, (iii) the Adjusted Company shall consult with the other Company reasonably in advance of taking any significant action in connection with such Competent Authority Proceeding, (iv) the Adjusted Company shall consult with the other Company and offer the other Company a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Competent Authority Proceeding and shall consider the other Company’s comments in good faith, (v) the Adjusted Company shall conduct such Competent Authority Proceeding diligently and in good faith as if it were the only party in interest in connection with such Competent Authority Proceeding, and (vi) the Adjusted Company shall not settle, compromise or abandon any such Competent Authority Proceeding without the prior written consent of the other Company, which consent shall not be unreasonably withheld, conditioned or delayed. The other Company shall cooperate with the Adjusted Company (including by providing any necessary information reasonably requested by the Adjusted Company) with respect to the conduct of any such Competent Authority Proceeding. In making any decisions in connection with any Competent Authority Proceeding described in this Secti...
Competent Authority Proceedings. If, pursuant to the provisions of a tax treaty entered into by two countries, the Significant Shareholders wish that a submission be made to the competent authority of any one of such countries with respect to an issue that relates to a Pre-Closing Tax Period, the Purchaser shall reasonably collaborate with the Significant Shareholders and shall cause the Company and any of its Subsidiaries to reasonably collaborate with the Significant Shareholders at the expense of the Significant Shareholders with respect to reasonable out-of-pocket expenses incurred.
Competent Authority Proceedings. Notwithstanding any other provision herein to the contrary, Wendy’s will use commercially reasonable efforts to support ▇▇▇ Hortons in applying for and advocating competent authority adjustment requests, and all subsequent related proceedings, as reasonably requested by ▇▇▇ Hortons, as a result of transfer pricing Adjustments arising from the settlement of CRA Audits. ▇▇▇ Hortons agrees to be responsible for Wendy’s reasonable third party out-of-pocket expenses incurred in connection with Wendy’s performance of its obligations set forth immediately above.