Common use of Tax Disputes Clause in Contracts

Tax Disputes. The parties hereto shall negotiate in good faith to resolve any dispute arising in connection with this Agreement within 30 days of the date on which any such dispute arises. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent do not agree on the selection of the Tax Advisor within such five-day period, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors of recognized national standing within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the parties of its resolution of the dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser and Parent. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

Tax Disputes. The parties hereto Subject to Section 9.3, Section 9.4 and Section 9.5, this Section 9.1 shall negotiate in good faith to resolve govern the resolution of any dispute arising in connection with between the Parties as to any matter covered by this Agreement within 30 days that primarily relates to the interpretation of the date on which any such dispute arises. Upon written notice Tax Law, as determined by Parent in its sole and absolute discretion (a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax AdvisorAdvisor Dispute”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a The Party raising the Tax Advisor within five days of such Dispute shall give written notice. If Weyerhaeuser and Parent do not agree on the selection notice of the Tax Advisor within Dispute (a “Tax Advisor Dispute Notice”), and the tax directors of the Parties (or such five-day periodother individuals designated by the respective general counsels) and/or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Tax Advisor Dispute; provided, that, such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed thirty (30) days (the “Negotiation Period”) from the time of receipt of the Tax Advisor Dispute Notice; provided, further, that (x) the Parties shall be selected by Weyerhaeuser’s not assert the defenses of statute of limitations, laches or any other defense, in each such case based on the passage of time during the Negotiation Period, and Parent’s respective U.S. tax counsel (y) any contractual time period or other advisors of recognized national standing within the following 10-day period. The deadline under this Agreement relating to such Tax Advisor mayDispute occurring after the Tax Advisor Dispute Notice is received shall not be deemed to have passed until the procedures described in this Section 9.1 have been resolved. If the Tax Advisor Dispute has not been resolved for any reason after the Negotiation Period, Parent shall, in its sole and absolute discretion, obtain appoint a nationally recognized independent public accounting firm (the services of any third party necessary “Accounting Firm”) to assist it in resolving the resolve such dispute. The In this regard, the Accounting Firm shall make determinations with respect to the Tax Advisor Dispute based solely on representations made by Parent, SpinCo and their respective representatives, and not by independent review, and shall furnish written notice 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 Accounting Firm to resolve all Tax Advisor Disputes no later than thirty (30) days after the submission of such Tax Advisor Dispute to the parties of its resolution of the dispute as soon as practicableAccounting Firm, but in any no event no later than 90 days after acceptance the Due Date of Taxes or the filing of the matter for resolution. Any such resolution applicable Tax Return, if applicable, and agree that all decisions by the Tax Advisor Accounting Firm with respect thereto shall be final and conclusive and binding on the partiesParties. The Accounting Firm shall resolve all Tax Advisor Dispute in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the parties shall takeAccounting Firm to render all determinations in writing and to set forth, or cause to be takenin reasonable detail, any action necessary to implement the basis for such resolutiondetermination. All The fees and expenses of the Tax Advisor Accounting Firm shall be shared borne equally by Weyerhaeuser the Parties, and Parent. If the parties agree to waive any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice objection to the rights and obligations naming of the parties hereunder, provided that Accounting Firm or the preparing party shall file an amended Tax Return, within 10 days after the completion determination of the process set forth in this Section 6.01, reflecting any changes made in connection with such processAccounting Firm based on actual or alleged conflicts of interest.

Tax Disputes. The parties hereto Subject to Section 9.3, Section 9.4 and Section 9.5, this Section 9.1 shall negotiate in good faith to resolve govern the resolution of any dispute arising in connection with between the Parties as to any matter covered by this Agreement within 30 days that primarily relates to the interpretation of the date on which any such dispute arises. Upon written notice Tax Law, as determined by Parent in its reasonable discretion (a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax AdvisorAdvisor Dispute”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a The Party raising the Tax Advisor within five days of such Dispute shall give written notice. If Weyerhaeuser and Parent do not agree on the selection notice of the Tax Advisor within Dispute (a “Tax Advisor Dispute Notice”), and the general counsels of the Parties (or such five-day periodother individuals designated by the respective general counsels) and/or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Tax Advisor Dispute; provided, that, such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed thirty (30) days (the “Negotiation Period”) from the time of receipt of the Tax Advisor Dispute Notice; provided, further, that (x) the Parties shall not assert the defenses of statute of limitations, laches or any other defense, in each such case based on the passage of time during the Negotiation Period, and (y) any contractual time period or deadline under this Agreement relating to such Tax Advisor Dispute occurring after the Tax Advisor Dispute Notice is received shall not be deemed to have passed until the procedures described in this Section 9.1 have been resolved. If the Tax Advisor Dispute has not been resolved for any reason after the Negotiation Period, the Parties shall appoint a nationally recognized independent public accounting firm (the “Accounting Firm”) to resolve such dispute. In the event that the Parties are unable to agree on an Accounting Firm, the accounting firm principally responsible for auditing SpinCo’s financial statements in connection with its filings under the securities laws and the accounting firm principally responsible for auditing Parent’s financial statements in connection with its filings under the securities laws shall agree on and appoint the Accounting Firm. In this regard, the Accounting Firm shall make determinations with respect to the Tax Advisor Dispute based solely on representations made by Parent, SpinCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors required to make a determination in favor of recognized national standing within the following 10-day periodone Party only. The Parties shall require the Accounting Firm to resolve all Tax Advisor may, in its discretion, obtain Disputes no later than thirty (30) days after the services submission of any third party necessary to assist it in resolving the dispute. The such Tax Advisor shall furnish written notice Dispute to the parties of its resolution of the dispute as soon as practicableAccounting Firm, but in any no event no later than 90 days after acceptance the Due Date of Taxes or the filing of the matter for resolution. Any such resolution applicable Tax Return, if applicable, and agree that all decisions by the Tax Advisor Accounting Firm with respect thereto shall be final and conclusive and binding on the partiesParties. The Accounting Firm shall resolve all Tax Advisor Dispute in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the parties shall takeAccounting Firm to render all determinations in writing and to set forth, or cause to be takenin reasonable detail, any action necessary to implement the basis for such resolutiondetermination. All The fees and expenses of the Tax Advisor Accounting Firm shall be shared borne equally by Weyerhaeuser the Parties, and Parent. If the parties agree to waive any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice objection to the rights and obligations naming of the parties hereunder, provided that Accounting Firm or the preparing party shall file an amended Tax Return, within 10 days after the completion determination of the process set forth in this Section 6.01, reflecting any changes made in connection with such processAccounting Firm based on actual or alleged conflicts of interest.

Tax Disputes. The parties hereto shall Parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in good faith all disputes arising in connection with this Agreement. The Parties will negotiate in good faith to resolve any dispute arising in connection with this Agreement Tax Dispute within 30 days of the date on which days, provided that any such dispute ariseswith respect to a Galleria Separate Return subject to Section 3.01(b) will be resolved as set forth therein. Upon written notice by a party Party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor Tax Arbiter of recognized national standing (the “Tax AdvisorArbiter”). Weyerhaeuser ) chosen by Parent and Acquiror; provided, however, that, if Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent Acquiror do not agree on the selection of the Tax Advisor within such five-day periodArbiter after 5 days of good faith negotiation, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s their respective U.S. tax counsel or other advisors of recognized national standing will select a mutually acceptable Tax Arbiter within the following 10-day period. The Tax Advisor Arbiter may, in its discretion, obtain the services of any third party necessary to assist it the Tax Arbiter in resolving the disputeTax Dispute. The Tax Advisor shall Arbiter will furnish written notice to the parties Parties of its resolution of the dispute Tax Dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall Arbiter will be binding on the partiesParties, and the parties shall Parties will take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall Arbiter will be shared equally by Weyerhaeuser Parent, on the one hand, and Parentthe Acquiror Tax Group, on the other hand. If the Parties are unable to find a Tax Arbiter willing to adjudicate the Tax Dispute and whom the Parties, acting in good faith, find acceptable (under the standards set forth in this Section 6.01), (a) the Tax Dispute will be submitted for mediation, and (b) if the Tax Dispute is not resolved in mediation, any Party will have the right to commence litigation, in either case, in a manner consistent with Section 10.15 of the Transaction Agreement. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall will be filed in the manner deemed correct by the party Party responsible for filing the return without prejudice to the rights and obligations of the parties Parties hereunder, provided that the preparing party shall will file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process. Notwithstanding anything in this Agreement to the contrary, the dispute resolution provisions set forth in this Section 6.01 will not apply to any Tax Dispute related to Transaction Taxes (including any Tax benefits determined under Sections 5.05 or 5.08 and relating thereto), and any such Tax Dispute will be settled in a court of law or as otherwise agreed to by the Parties.

Tax Disputes. The parties hereto shall endeavor, and shall cause their respective Affiliates to endeavor, to resolve in good faith all disputes arising in connection with this Agreement. The parties shall negotiate in good faith to resolve any dispute arising in connection with this Agreement Tax Dispute within 30 days of the date on which any such dispute arisesdays. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser ) that will be jointly chosen by Parent and Prothena; provided, however, that, if Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent Prothena do not agree on the selection of the Tax Advisor within such five-day periodafter 10 days of good faith negotiation, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s their respective U.S. or Irish tax counsel or other advisors of recognized national standing shall select a mutually acceptable Tax Advisor within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it the Tax Advisor in resolving the disputeTax Dispute. The Tax Advisor shall furnish written notice to the parties Companies of its resolution of the dispute Tax Dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser Parent and Parentthe Prothena Group. If the parties are unable to find a Tax Advisor willing to adjudicate the Tax Dispute and whom the parties, acting in good faith, find acceptable (under the standards set forth in this Section 6.01), (i) the Tax Dispute will be submitted for mediation, and (ii) if the Tax Dispute is not resolved in mediation, either party will have the right to commence litigation, in a manner consistent with Clause 30 of the Demerger Agreement. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, ; provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

Tax Disputes. The parties hereto shall endeavor, and shall cause their respective Affiliates to endeavor, to resolve in good faith all disputes arising in connection with this Agreement. The parties shall negotiate in good faith to resolve any dispute arising in connection with this Agreement Tax Dispute within 30 days of the date on which days, provided that any such dispute ariseswith respect to a Folgers Separate Return subject to Section 3.01(b) shall be resolved as set forth therein. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser ) that will be jointly chosen by P&G and Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser RMT Partner; provided, however, that, if P&G and Parent RMT Partner do not agree on the selection of the Tax Advisor within such five-day periodafter 5 days of good faith negotiation, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s their respective U.S. tax counsel or other advisors of recognized national standing shall select a mutually acceptable Tax Advisor within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the parties Companies of its resolution of the dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser P&G and Parentthe RMT Group. If the parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the parties, acting in good faith find acceptable, then the dispute will be submitted for mediation in a manner consistent with Article VI of the Separation Agreement, and, if the dispute is not resolved in mediation (or if the parties are unable to agree on a mediator), any party will have the right to begin arbitration in a manner consistent with Article VI of the Separation Agreement, provided that only an arbitrator that qualifies as a Tax Advisor shall be selected. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

Tax Disputes. The parties hereto shall negotiate in good faith Notwithstanding any other provision of this Agreement, any dispute, controversy or claim arising out of or relating to this Section 6(d) (a “Tax Dispute”) that the Buyer and the Sellers’ Representative through reasonable best efforts are not able to resolve any dispute arising through direct good-faith negotiation, shall be resolved in connection accordance with the procedures set forth in this Agreement within 30 days of the date on which any such dispute arises. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”Section 6(d)(ix). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent do not agree on the selection there has been no resolution of the Tax Advisor within such five-day periodDispute after direct negotiation, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors of recognized national standing within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of then any third party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the parties of its may seek resolution of the dispute Tax Dispute through binding arbitration administered by tax experts of the Independent Accountants. The place of the arbitration shall be New York, New York and the arbitration shall be conducted in the English language. The Independent Accountants shall be instructed to resolve the Tax Dispute and such resolution shall be (A) set forth in writing and signed by the Independent Accountants, (B) delivered to each party involved in the Tax Dispute as soon as practicable, practicable after the Tax Dispute is submitted to the Independent Accountants but in any event no later than 90 days the fifteenth (15th) day after acceptance of the matter for resolution. Any such resolution by Independent Accountants are instructed to resolve the Tax Advisor shall be Dispute, (C) made in accordance with this Agreement, and (D) final, binding and conclusive on the parties, and parties involved in the parties shall take, or cause to be taken, any action necessary to implement Tax Dispute on the date of delivery of such resolution. All The Independent Accountants shall only be authorized on any one issue to decide in favor of and choose the position of either of the parties involved in the Tax Dispute or to decide upon a compromise position between the ranges presented by the parties to the Independent Accountants. The Independent Accountants shall base its decision solely upon the presentations of the parties to the Independent Accountants at a hearing held before the Independent Accountants and upon any materials made available by either party and not upon independent review. The fees and expenses of the Tax Advisor Independent Accountants shall be shared borne equally by Weyerhaeuser Sellers’ Representative, on the one hand, and Parentthe Buyer, on the other hand. If any dispute regarding Buyer and the preparation Sellers’ Representative shall keep the decision of the Independent Accountants confidential, except to the extent required by Law or pursuant to disclosure of Tax Returns. This Section 6(d)(ix) shall not apply to a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice Dispute related to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process calculations set forth in this Section 6.016(d)(viii), reflecting any changes made in connection with such processwhich shall be resolved as provided therein.

Tax Disputes. The parties hereto Subject to Section 9.3, Section 9.4 and Section 9.5, this Section 9.1 shall negotiate in good faith to resolve govern the resolution of any dispute arising in connection with between the Parties as to any matter covered by this Agreement within 30 days that primarily relates to the interpretation of the date on which any such dispute arises. Upon written notice Tax Law, as determined by Xxxxxx (a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax AdvisorAdvisor Dispute”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a The Party raising the Tax Advisor within five days of such Dispute shall give written notice. If Weyerhaeuser and Parent do not agree on the selection notice of the Tax Advisor within Dispute (a “Tax Advisor Dispute Notice”), and the tax directors of the Parties (or such five-day periodother individuals designated by the respective general counsels) and/or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Tax Advisor Dispute; provided that, such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed 30 days (the “Negotiation Period”) from the time of receipt of the Tax Advisor Dispute Notice; provided, further, that (x) the Parties shall be selected by Weyerhaeuser’s not assert the defenses of statute of limitations, laches or any other defense, in each such case based on the passage of time during the Negotiation Period, and Parent’s respective U.S. tax counsel (y) any contractual time period or other advisors of recognized national standing within the following 10-day period. The deadline under this Agreement relating to such Tax Advisor mayDispute occurring after the Tax Advisor Dispute Notice is received shall not be deemed to have passed until the procedures described in this Section 9.1 have been resolved. If the Tax Advisor Dispute has not been resolved for any reason after the Negotiation Period, Parent shall, in its sole and absolute discretion, obtain appoint a nationally recognized independent public accounting firm (the services of any third party necessary “Accounting Firm”) to assist it in resolving the resolve such dispute. The In this regard, the Accounting Firm shall make determinations with respect to the Tax Advisor Dispute based solely on representations made by Parent, SpinCo and their respective representatives, and not by independent review, and shall furnish written notice 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 Accounting Firm to resolve all Tax Advisor Disputes no later than 30 days after the submission of such Tax Advisor Dispute to the parties of its resolution of the dispute as soon as practicableAccounting Firm, but in any no event no later than 90 days after acceptance the Due Date of Taxes or the filing of the matter for resolution. Any such resolution applicable Tax Return, if applicable, and agree that all decisions by the Tax Advisor Accounting Firm with respect thereto shall be final and conclusive and binding on the partiesParties. The Accounting Firm shall resolve all Tax Advisor Dispute in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the parties shall takeAccounting Firm to render all determinations in writing and to set forth, or cause to be takenin reasonable detail, any action necessary to implement the basis for such resolutiondetermination. All The fees and expenses of the Tax Advisor Accounting Firm shall be shared borne equally by Weyerhaeuser the Parties, and Parent. If the parties agree to waive any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice objection to the rights and obligations naming of the parties hereunder, provided that Accounting Firm or the preparing party shall file an amended Tax Return, within 10 days after the completion determination of the process set forth in this Section 6.01, reflecting any changes made in connection with such processAccounting Firm based on actual or alleged conflicts of interest.

Tax Disputes. The parties hereto shall negotiate in good faith to resolve If any dispute arising in connection with between the Parties should arise regarding their respective rights and obligations pursuant to this Agreement Section ‎4.12 (a “Tax Dispute”), Sellers and Buyer will use commercially reasonable efforts to settle such Tax Dispute. If, within 30 days of the date on which any days, such commercially reasonable efforts do not resolve such Tax Dispute, Sellers and Buyer will submit all matters that remain in dispute arises. Upon written notice by a party after with respect to such 30-day period, the matter will be referred Tax Dispute to a U.S. tax counsel KPMG US LLP or other tax advisor mutually agreed upon law firm or accounting firm with a national or global reputation as being expert in taxation, valuation or other subject matter of recognized national standing primary relevance to the Tax Dispute (the “Tax AdvisorReferee”). Weyerhaeuser and Parent shall negotiate in good faith to jointly select a Tax Advisor within five Within 30 days after submission of such written notice. If Weyerhaeuser and Parent do not agree on the selection of matters to the Tax Advisor within such five-day periodReferee, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s respective U.S. tax counsel or other advisors of recognized national standing within Referee will make a final determination pursuant to such procedures as the following 10-day periodTax Referee deems advisable. The Tax Advisor may, in its discretion, obtain Referee will resolve the services of any third party necessary Tax Dispute according to assist it in resolving such procedures as the dispute. The Tax Advisor shall Referee deems advisable and will furnish written notice to the parties Parties of its resolution of the dispute any such Tax Dispute as soon as practicable, but in any event no later than 90 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall Referee will be consistent with the terms of this Agreement, and if so consistent will be conclusive and binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolutionParties. All The fees and expenses of the Tax Advisor shall Referee will be shared equally borne by Weyerhaeuser Sellers on the one hand and ParentBuyer on the other hand in inverse proportion as they may prevail on matters resolved by the Tax Referee, which proportionate allocations will also be determined by the Tax Referee at the time the determination of the Tax Referee is rendered on the Tax Dispute. If any dispute regarding During the preparation review by the Tax Referee, each of a Tax Return is not resolved before Buyer and Sellers will, and will cause its respective Affiliates (including, in the due date for filing such returncase of Buyer, the return shall Company) and its and their respective employees, accountants and other representatives to each make available to the Tax Referee interviews with such personnel and such information, books and records and work papers, as may be filed in the manner deemed correct reasonably requested by the party responsible for filing Tax Referee to fulfill its obligations under this Section ‎4.12(l); provided, that the return without prejudice accountants of Sellers or Buyer will not be obliged to make any work papers available to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth Referee except in this Section 6.01, reflecting any changes made in connection accordance with such processaccountants’ normal disclosure procedures and then only after such Tax Referee has signed a customary nondisclosure agreement relating to such access to work papers.

Tax Disputes. The parties hereto shall endeavor, and shall cause their respective Affiliates to endeavor, to resolve in good faith all disputes arising in connection with this Agreement. The parties shall negotiate in good faith to resolve any dispute arising in connection with this Agreement Tax Dispute within 30 days of the date on which days, provided that any such dispute ariseswith respect to a Wimbledon Separate Return subject to Section 3.01(b) shall be resolved as set forth therein. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “Tax Advisor”). Weyerhaeuser ) that will be jointly chosen by Parent and Acquiror; provided, however, that, if Parent shall negotiate in good faith to jointly select a Tax Advisor within five days of such written notice. If Weyerhaeuser and Parent Acquiror do not agree on the selection of the Tax Advisor within such five-day periodafter 5 days of good faith negotiation, the Tax Advisor shall be selected by Weyerhaeuser’s and Parent’s their respective U.S. tax counsel or other advisors of recognized national standing shall select a mutually acceptable Tax Advisor within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist it the Tax Advisor in resolving the disputeTax Dispute. The Tax Advisor shall furnish written notice to the parties Companies of its resolution of the dispute Tax Dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Weyerhaeuser Parent and Parentthe Acquiror Group. If the parties are unable to find a Tax Advisor willing to adjudicate the Tax Dispute and whom the parties, acting in good faith, find acceptable (under the standards set forth in this Section 6.01), (a) the Tax Dispute will be submitted for mediation, and (b) if the Tax Dispute is not resolved in mediation, either party will have the right to commence litigation, in either case, in a manner consistent with Article VII of the Separation Agreement. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder, provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.