Common use of No Disputes Consistency Cooperation Clause in Contracts

No Disputes Consistency Cooperation. Section 6.01. Series B Member Participation in HII’s and the Company’s Tax Matters. (a) Except as otherwise provided herein, HII shall have full responsibility for, and sole discretion over, all Tax matters concerning HII and the Company, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, HII shall notify the Series B Member Representative of, and keep the Series B Member Representative reasonably informed with respect to, the portion of any audit of HII and the Company by a Taxing Authority the outcome of which is reasonably expected to affect any Series B Member’s rights and obligations under this Agreement, and shall provide to the Series B Member Representative reasonable opportunity to provide information and other input to HII, the Company, and their respective advisors concerning the conduct of any such portion of such audit; Series B Members shall have the right to attend in person or by telephone (but not participate in) any audit of HII or the Company the outcome of which could reasonably be expected to affect the amount of net payments that the Series B Members are expected to receive under this Agreement; provided, however, that HII and the Company shall not be required to take any action that is inconsistent with any provision of the LLC Agreement. HII shall not settle or fail to contest any issue pertaining to taxes that is reasonably expected to affect the Series B Members’ rights and obligations under this Agreement without the consent of the Series B Member Representative, such consent not to be unreasonably withheld or delayed.

No Disputes Consistency Cooperation. Section 6.01. Series B Eligible Member Participation in HIIthe Corporation’s and the Company’s Tax Matters. (a) Except as otherwise provided hereinherein or in the LLC Agreement, HII the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning HII the Corporation, the Company and the Companyany Exchanging Subsidiary, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, HII the Corporation shall notify the Series B applicable Eligible Member Representative of, and keep the Series B applicable Eligible Member Representative reasonably informed with respect to, the portion of any audit of HII and the Corporation, the Company and any Exchanging Subsidiary by a Taxing Authority the outcome of which is reasonably expected to affect any Series B the applicable Eligible Member’s rights and obligations under this Agreement, and shall provide to the Series B such Eligible Member Representative reasonable opportunity to provide information and other input to HIIthe Corporation, the Company, any Exchanging Subsidiary and their respective advisors concerning the conduct of any such portion of such audit; Series B Members shall have the right to attend in person or by telephone (but not participate in) any audit of HII or the Company the outcome of which could reasonably be expected to affect the amount of net payments that the Series B Members are expected to receive under this Agreement; provided, however, that HII and the Corporation, the Company and any Exchanging Subsidiary shall not be required to take any action that is inconsistent with any provision of the LLC Agreement. HII The Corporation and any Exchanging Subsidiary shall not settle or fail to contest any issue pertaining to taxes Taxes that is reasonably expected to adversely affect the Series B Members’ any Member’s rights and obligations under this Agreement without the consent of the Series B each such Member Representativethat is an Eligible Member, such consent not to be unreasonably withheld or delayed.