Joint Contests Clause Samples

Joint Contests. (i) Each party shall have the right and obligation to pursue and defend against any Joint Contest. TransAct shall conduct Joint Contests, without prejudice to any right or obligation of Tridex relating to such Joint Contest. Tridex, as the Common Parent of the Tridex Group or otherwise, agrees to take all such actions and to cause its subsidiaries to take all such actions as may be necessary to permit TransAct to conduct such Joint Contests. Each party shall cooperate fully with the other during the course of a Joint Contest as provided in Section 7(c) herein, and shall bear its own costs in so doing except as otherwise provided in clause (iv) or clause (v) of this Section 7(a). (ii) Each party hereto shall have the right to extend the statute of limitations on assessments with respect to any Taxes of such party without regard to whether the extension leads to the initiation or the continuation of a Joint Contest; the other party hereto shall cooperate fully with the requesting party in accordance with Section 7(c), and shall execute such documentation as may be required to extend the statute if extension is not otherwise within the legal power of the requesting party. Similarly, each party hereto shall have the right to file a claim for a Tax Refund without regard to whether such claim leads to the initiation or the continuation of a Joint Contest; the other party hereto shall cooperate fully with the requesting party in accordance with Section 7(c), and shall execute such documentation as may be required to claim the Tax Refund if it is not otherwise within the legal power of the requesting party to file such claim. Neither the extension of the statute nor the filing of a claim for Tax Refund in accordance with this paragraph shall entitle either party to any indemnity from the other, except as provided in clause (v) of this Section 7(a). (iii) The party hereto that receives the first information that a taxing authority is conducting an examination of a Tax return which included the other party hereto and/or its subsidiaries shall immediately notify the other that a possible Joint Contest exists and shall afford such other party the opportunity to participate, at its own expense, in contesting in administrative and judicial proceedings all relevant items that affect the Tax Liability or Tax Attributes of such entities. TransAct and Tridex shall share jointly in any decisions involved in connection with settlements of Joint Contests to the extent that ite...

Joint Contests. (1) With respect to any Joint Contest, the party that filed the Return shall control the proceeding. The personnel and outside advisers (including counsel) of the party not controlling the proceeding may shall participate, at the expense of such party, in the proceeding to the extent such proceeding relates to items or adjustments for which such party may incur indemnity liability under this Agreement. Such participation shall include: (i) participation in all conferences, meetings or proceedings with any Tax Authority, the subject matter of which includes an item for which such party has indemnity liability hereunder; (ii) participation in all appearances before any court, the subject matter of which includes an item for which such party has indemnity liability hereunder; (iii) with respect to matters described in the preceding clauses (i) and (ii), participation in the submission and determination of content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses and the negotiation of stipulations of fact in such matters. Such participation may be reflected by the grant of appropriate powers of attorney. The party granting such power of attorney (the "Granting Party") shall have the right to revoke the power of attorney if the Granting Party reasonably determines that the other party's (the "Participating Party") actions or failure to act, in the proceeding has resulted, or can be reasonably expected to result, in the hindrance or delay of any resolution or settlement of the proceeding. In the event the Participating Party fails to timely and fully participate in any proceeding to the extent to which such proceeding relates to items or adjustments for which the Participating Party has indemnity liability under this Agreement, the Participating Party shall be liable for, in addition to all Taxes for which the Participating Party shall be liable under this Agreement, any and all costs imposed on, or incurred by, the Granting Party as a result of the Participating Party's failure to participate. The revocation of any power of attorney under this Section 7.02 shall in no way limit the Participating Party's indemnity liability under this Agreement. (2) Each of the parties hereto agrees to cooperate in seeking an agreement with the Service or any other Tax authority under which such authority would conduct separate audits of Premark and Tupperware with respect to returns incl...

Joint Contests. In the case of matters arising out of any Joint Contest, a Tax Deficiency shall be paid to the relevant taxing authority by, and a Tax Refund received from the relevant taxing authority shall be paid to, Tridex and/or its subsidiaries; provided, however, that whether or not a payment is required to or from a relevant taxing jurisdiction and subject to the provisions of Section 8(c) hereof, TransAct and/or its subsidiaries shall make payments to Tridex and/or its subsidiaries, or receive payments from Tridex and/or its subsidiaries, based on the following principles: (i) in the case of adjustments which increase the taxable income of Members of the TransAct Group, TransAct shall make a payment equal to the amount of the adjustment multiplied by the highest applicable marginal rate of taxation in effect for the period for which the adjustment is made; or (ii) in the case of adjustments which decrease taxable income of Members of the TransAct Group, Tridex shall make a payment equal to the amount of the adjustment multiplied by the highest applicable marginal rate of taxation in effect for the period for which the adjustment is made; (iii) in the case of adjustments which decrease current year credits (exclusive of credits carried back or forward into such year) of Members of the TransAct Group, TransAct shall make a payment to Tridex in the amount of such decrease; or (iv) in the case of adjustments which increase current year credits (exclusive of credits carried back or forward into such year) of Members of the TransAct Group, Tridex shall make a payment to TransAct in the amount of such increase. Notwithstanding the provisions of Section 8(b)(iii)(iv), no payment will be required under this Section 8(b) in the case of increases or decreases to the amount of Alternative Minimum Tax Credit. Changes in the amount of Alternative Minimum Tax Credit will be controlled by the provisions of Section 8(c) below.

Joint Contests. (i) The Company shall control any Joint Contest. The personnel and outside advisers (including counsel) of Cygnet may participate, at Cygnet's expense, in the proceeding to the extent such proceeding relates to items or adjustments for which Cygnet may incur indemnity liability under this Agreement. Such participation shall include: (A) participation in all conferences, meetings or proceedings with any Tax Authority; (B) participation in all appearances before any court; (C) with respect to matters described in the preceding clauses (A) and (B), participation in the submission and determination of content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses and the negotiation of stipulations of fact in such matters. If Cygnet fails to timely and fully participate in any proceeding to the extent to which such proceeding relates to items or adjustments for which Cygnet has indemnity liability under this Article Seven, Cygnet shall be liable for, in addition to all Taxes for which Cygnet shall be liable under this Article Seven, any and all costs imposed on, or incurred by, the Company as a result of Cygnet's failure to participate. (ii) Each of the Company and Cygnet agrees to cooperate in seeking an agreement with the IRS or any other Tax Authority under which such Authority would conduct separate audits of the Company and Cygnet with respect to returns including both parties. To the extent permitted by such an Agreement, each party would control its separate audits in accordance with the terms thereof, and the procedures provided in the remainder of this Section 7.19(b) and in Section 7.20 shall not apply.

Joint Contests. (i) The conduct of Joint Contests shall be the responsibility of Manor. Choice, as the common parent of the Choice Group or otherwise, agrees to take all such actions and to cause its subsidiaries to take all such actions as may be necessary to permit Manor to conduct such contests. (ii) In the case of a Joint Contest of a consolidated federal or state income tax return which included Choice and/or its subsidiaries, Choice and/or its subsidiaries as appropriate, shall be notified by Manor of such Tax Contest and shall be entitled to

Joint Contests. (i) The conduct of Joint Contests shall be the responsibility of Manor. Choice, as the common parent of the Choice Group or otherwise, agrees to take all such actions and to cause its subsidiaries to take all such actions as may be necessary to permit Manor to conduct such contests. (ii) In the case of a Joint Contest of a consolidated federal or state income tax return which included Choice and/or its subsidiaries, Choice and/or its subsidiaries as appropriate, shall be notified by Manor of such Tax Contest and shall be entitled to participate, at their own expense, in contesting all relevant items that affect the tax liability or tax attributes of such entities with respect to such Tax Contest in administrative and judicial proceedings. Choice and its subsidiaries agree to notify Manor of any actual or proposed Tax Contest of a consolidated federal or state income tax return of the Manor Group for any period ending on or before May 31, 1997. Choice will, and shall cause any of its subsidiaries to cooperate in connection with any such Tax Contest. Manor and Choice shall share jointly in any decisions involved in connection with settlements of tax disputes to the extent that items are involved that affect the tax, penalty, or interest liability or tax attributes of Choice or its subsidiaries. Manor may not agree to settle such a dispute without the consent of Choice unless Manor releases Choice from its liability to pay its share of the disputed amount hereunder. If both parties agree to contest a tax matter, then the costs of contesting the matter shall be borne equally by each party. If only one party requests the contest of a tax matter, the party requesting the contest shall bear its expenses associated with such contest; provided however, that the other party will agree to cooperate with the contesting party, and further provided that the non-contesting party shall bear its own costs and expenses, if any, and shall not be entitled to reimbursement for the fair cost of its own employees related to its participation in, or cooperation with the contesting party in such contest.