Tax Advisor Resolution. In the case of any Tax Matters Dispute governed by this Section 14.1(b), the Parties shall appoint a Tax Advisor to resolve such dispute. In this regard, the Tax Advisor shall make determinations with respect to the disputed items based solely on representations and factual submissions made by B/E and KLX and their respective representatives, and shall not conduct an independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Tax Advisor to resolve any Tax Matters Dispute submitted no later than thirty Business Days after submission of such dispute to the Tax Advisor, but (unless otherwise mutually agreed by the Parties) in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Tax Advisor with respect thereto shall be final and conclusive and binding on the Parties. The Tax Advisor shall resolve any and all Tax Matters Disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with Past Practices, except as otherwise required by applicable Tax Law. The Parties shall require the Tax Advisor to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Tax Advisor shall be paid by the non-prevailing Party. In the event the Tax Advisor cannot make a determination in favor of one Party only or otherwise determines the Tax Matters Dispute cannot be resolved in accordance with this Section 14(b), then the Tax Matters Dispute shall be resolved in accordance with Section 14(c).
Tax Advisor Resolution. In the case of any Tax Matters Dispute governed by this Section 7.02, Distributing and Splitco shall appoint a Tax Advisor to resolve such dispute. In this regard, the Tax Advisor shall make determinations with respect to the disputed items based solely on representations and factual submissions made by Distributing and Splitco and their respective representatives, and shall not conduct an independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Company only. The Companies shall require the Tax Advisor to resolve any Tax Matters Dispute submitted no later than thirty business days after submission of such dispute to the Tax Advisor, but (unless otherwise mutually agreed by the Companies) in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Tax Advisor with respect thereto shall be final and conclusive and binding on Distributing and Splitco and their respective Groups. The Tax Advisor shall resolve any and all Tax Matters Disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with relevant Past Practices, except as otherwise required by applicable Tax Law. Distributing and Splitco shall require the Tax Advisor to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Tax Advisor shall be paid by the non-prevailing Company. In the event the Tax Advisor cannot make a determination in favor of one Company only or otherwise determines the Tax Matters Dispute cannot be resolved in accordance with this Section 7.02, then the Tax Matters Dispute shall be resolved in accordance with Section 7.03.
