Common use of Participation in the Corporate Taxpayer’s and Desert Newco’s Tax Matters Clause in Contracts

Participation in the Corporate Taxpayer’s and Desert Newco’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Desert Newco, 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, the Corporate Taxpayer shall notify a TRA Party of, and keep the TRA Party reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Desert Newco by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of such TRA Party under this Agreement, and shall provide to each such TRA Party reasonable opportunity to provide information and other input to the Corporate Taxpayer, Desert Newco and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Desert Newco shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.