Common use of Tax Proceedings Clause in Contracts

Tax Proceedings. In the event the Purchaser, the Company or any of their Affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries for Taxes for any period for which the Shareholders are or may be liable under Subsection 7.1.1(b), the Purchaser shall notify Messrs Turnxxxx xxx Asseltine in writing thereof (the "Purchaser Notice") no later than the earlier of (i) thirty (30) days after the receipt by the Purchaser or any of its Affiliates of the Proceeding Notice or (ii) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely liable under subsection 7.1.1(b), the Shareholders shall be entitled at their sole expense to control the contest of such examination, claim, adjustment, or other proceeding, provided (a) the Shareholders notify the Purchaser in writing that they desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c). The Parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.3.

Tax Proceedings. In the event the Purchaser, the Company Partnership or any of their Affiliates receive its affiliates receives notice (the "“Proceeding Notice"”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries Companies for Taxes for any period for which the Shareholders are KMI is or may be liable under Subsection 7.1.1(b)Section 7.1, the Purchaser Partnership shall notify Messrs Turnxxxx xxx Asseltine KMI in writing thereof (the "Purchaser “Partnership Notice"”) no later than the earlier of (ia) thirty (30) days after the receipt by the Purchaser Partnership or any of its Affiliates affiliates of the Proceeding Notice or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which the Shareholders are solely KMI is or may be liable under subsection 7.1.1(b)Section 7.1, the Shareholders KMI shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (ai) KMI notifies the Shareholders notify the Purchaser Partnership in writing that they it desires to do so no later than the earlier of (i1) thirty (30) days after receipt of the Purchaser Partnership Notice or (ii2) five (5) days prior to the deadline for responding to the Proceeding Notice Notice, and (bii) the Shareholders KMI may not, without the consent of the PurchaserPartnership (which consent shall not be unreasonably withheld), agree to any settlement that could which would result in an increase in the amount of Taxes for which the Purchaser Partnership or the Companies is or may be liable under Subsection 7.1.1(c)Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .37.3. The Purchaser Partnership will provide, or cause to be provided, to the Shareholders KMI necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that the Shareholders are which KMI is entitled to control pursuant to this Section 7.1.37.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof.

Tax Proceedings. In the event Purchaser or the Purchaser, the Company Subsidiary or any of their Affiliates receive affiliates receives notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company or the Subsidiaries Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(b)paragraph (a) of Section 8.2, the Purchaser shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser Notice") no later than the earlier of (ia) thirty (30) days after the receipt by Purchaser, the Purchaser Subsidiary or any of its Affiliates their affiliates of the Proceeding Notice Notice, or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are Seller acknowledges in writing that it is solely liable under subsection 7.1.1(b)paragraph (a) of Section 8.2, the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Seller notifies Purchaser in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice Notice, or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Notice. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.38.3.

Tax Proceedings. In the event the PurchaserBuyer, the Company or any of the Buying Parties, any of the Acquired Entities or their Affiliates receive receives notice (the "“Proceeding Notice"”) of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of any of the Company or the Subsidiaries Acquired Entities for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(b)paragraph (a) of Section 8.2 or may give rise to a liability for the breach of any representation in Section 4.13, the Purchaser Buyer shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser “Buyer Notice"”) no later than the earlier of (ia) thirty ten (3010) days after the receipt by the Purchaser or any of its Affiliates of the Proceeding Notice Notice, or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice; provided, however, that the failure to give such notice shall not release a Party from its obligations under this Article VIII except to the extent the other Party was prejudiced as a result thereof. As to any such Taxes for which the Shareholders are solely Seller is liable under subsection 7.1.1(b)paragraph (a) of Section 8.2, the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser Seller notifies Buyer in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice Buyer Notice, or (ii) five ten (510) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders Notice; provided that Seller may not, without the consent of the Purchaser, agree to not enter any settlement that could result in an increase in would affect any Tax period (of the amount Buyer or its Affiliates (including the Acquired Entities)) subsequent to the Closing Date without the prior written consent of Taxes for Buyer, which the Purchaser is liable under Subsection 7.1.1(c)consent will not be unreasonably withheld. The Parties parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.38.3.

Tax Proceedings. In the event the Purchaser, the Company Purchaser or any of their Purchaser’s Affiliates receive receives notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding relating to the liability for Taxes of or with respect to the liability of the Company or the Subsidiaries for Taxes Assets for any period prior to the Effective Date other than obligations and liabilities for which the Shareholders are or may be liable under Subsection 7.1.1(bProperty Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.3(b) and 11.3(e), the Purchaser shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof within seven (the "Purchaser Notice") no later than the earlier of (i) thirty (307) days after the receipt of receiving notice thereof. The failure by the Purchaser or to so notify Seller shall not relieve Seller of any of its Affiliates of the Proceeding Notice or (ii) ten days prior liability that it may have to Purchaser under this Agreement, except to the deadline for responding to the Proceeding Noticeextent that such failure actually and materially prejudices Seller. As to any such Taxes for which the Shareholders are solely liable under subsection 7.1.1(b)Seller is or may be liable, the Shareholders Seller shall be entitled at their sole Seller’s expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding; provided that, provided (a) so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the Shareholders notify the Purchaser in writing that they desires to do so no later than the earlier defense of any examination, claim, adjustment or proceeding which would affect (i) thirty (30) days after receipt any Tax return of the Purchaser Notice or (ii) five (5) days prior the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, defense of which it has controlled without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, Affiliates in the negotiation negotiations and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.311.3.

Tax Proceedings. In the event the Purchaser, the Company or any of their Affiliates receive notice (the "Proceeding Notice") of any audit, assessment, examination, claim, adjustment, claim or other controversy or proceeding with respect relating in whole or in part to the liability Pass-Through Tax Returns of the Company or the its Subsidiaries for Taxes for any period for a Pre-Closing Tax Period or which could otherwise affect the Shareholders are or may be liable under Subsection 7.1.1(bTax liabilities of the Sellers (a “Tax Proceeding”), Buyer shall inform the Purchaser shall notify Messrs Turnxxxx xxx Asseltine Sellers’ Representative of such Tax Proceeding as soon as possible but in writing thereof any event within ten (the "Purchaser Notice") no later than the earlier of (i) thirty (3010) days after the receipt by Buyer of notice thereof, including any “notice of selection for examination” within the Purchaser or any meaning of its Affiliates Treasury Regulations Section 301.9100-22; provided, however, that the failure to give such prompt notice shall not affect the Sellers’ indemnification obligations under this Agreement except to the extent the Sellers are materially prejudiced thereby. The Sellers’ Representative shall have the right, at the Sellers’ expense, to elect to represent the interests of the Acquired Companies in any Tax Proceeding Notice or (other than a Tax Proceeding for a Straddle Period); provided that, (i) the Sellers’ Representative provides such written notice within ten (10) days after receiving notification from Buyer pursuant to this Section of the assertion of such Tax Proceeding, (ii) ten days prior the defense of such Tax Proceeding can be conducted separately from the defense of any proceedings not subject to this Section 7.03(d), (iii) Sellers’ Representative shall make a “push out” election under Section 6226 of the Code (and any comparable provision of state and local Tax Law) in connection with such Tax Proceeding to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely liable under subsection 7.1.1(b)extent available, the Shareholders shall be entitled at their sole expense to control the contest of such examination, claim, adjustment, or other proceeding, provided and (aiv) the Shareholders notify the Purchaser in writing that they desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may Sellers’ Representative shall not, without the Buyer’s prior written consent of the Purchaser(not to be unreasonably withheld, conditioned, or delayed), agree to any settlement that with respect to any Tax if such settlement could result in an increase adversely affect any Tax liability of Buyer or any Affiliate of Buyer (including following the Closing, for the avoidance of doubt, the Acquired Companies). If the Sellers’ Representative assumes such defense, the Buyer shall have the right (but not the duty) to participate in the amount defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Sellers’ Representative. Buyer shall control all other audit, assessment, examination, claim or other controversy or proceeding with respect to any Tax liability of Taxes the Acquired Companies; provided, however, that in the case of any Tax Proceeding in which the Sellers’ Representative does not represent the interests of the Acquired Companies pursuant to the foregoing, Sellers’ Representative will have the right (but not the duty), at the Sellers’ expense, to participate with its own separate counsel in the defense of such Tax Proceeding and Buyer will not settle any Tax Proceeding or otherwise enter into any contractual obligation with any Governmental Authority with respect to the subject of such Tax Proceeding without the written consent of Sellers’ Representative, such consent not to be unreasonably withheld, conditioned, or delayed. If the Tax Proceeding relates to a Tax period to which the Partnership Audit Rules do not apply, but for which an election is available under Applicable Law to cause the Purchaser is liable Partnership Audit Rules to apply to such Tax period, including an election under Subsection 7.1.1(c). The Parties Section 1101(g)(4) of the Bipartisan Budget Act of 2015, P.L. 114-74, Treasury Regulations Section 301.9100-22, or any similar or successor provision of Applicable Law in any jurisdiction, then the Surviving Company (and the party conducting a Tax Proceeding) shall cooperate with each other and with their respective Affiliatesnot, and will consult with each other, in shall not cause any applicable Subsidiary to elect for the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause Partnership Audit Rules to be provided, apply to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.3such Tax period.

Tax Proceedings. In the event the Purchaser, the Company Buying Parties or any of their Affiliates receive an Acquired Entity receives notice (the "“Proceeding Notice"”) of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company or the Subsidiaries Acquired Entities for Taxes for any period for which the Shareholders are Parent is or may be liable under Subsection 7.1.1(b)paragraph (a) of Section 8.1 or may give rise to a liability for the breach of any representation in Section 4.14, the Purchaser Buyer Parent shall notify Messrs Turnxxxx xxx Asseltine Parent in writing thereof (the "Purchaser “Buyer Notice"”) no later than the earlier of within ten (i) thirty (3010) days after the receipt by either the Purchaser Buying Parties or any an Acquired Entity of its Affiliates of the Proceeding Notice or (ii) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely Parent is liable under subsection 7.1.1(b)paragraph (a) of Section 8.1, the Shareholders Parent shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser Parent notifies Buyer Parent in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice Buyer Notice, or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) Notice. Parent shall allow the Shareholders may not, Buying Parties to participate at the Buying Parties’ expense in any such proceeding. Parent shall not settle any such proceeding in a manner that would materially adversely affect the Acquired Entities or the Buying Parties after the Closing Date without the prior written consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Buying Parties. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.38.2.

Tax Proceedings. In the event the Purchaser, the Company Buyer or any of their Affiliates receive its affiliates receives notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Stock Entities and their Subsidiaries for Taxes for any period for which the Shareholders are Sellers is or may be liable under Subsection 7.1.1(b)clause (b) of Section 7.1, the Purchaser Buyer shall notify Messrs Turnxxxx xxx Asseltine the Sellers in writing thereof (the "Purchaser Buyer Notice") no later than the earlier of (ia) thirty five (305) days after the receipt by the Purchaser Buyer or any of its Affiliates affiliates of the Proceeding Notice or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Buyer Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any taxing authority with respect to such matter. As to any such Taxes for which the Shareholders are solely Sellers is or may be liable under subsection 7.1.1(b)clause (b) of Section 7.1, the Shareholders Sellers shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (ai) it notifies the Shareholders notify the Purchaser Buyer in writing that they it desires to do so no later than the earlier of (i1) thirty (30) days after receipt of the Purchaser Buyer Notice or (ii2) five (5) days prior to the deadline for responding to the Proceeding Notice Notice, and (bii) the Shareholders Sellers may not, without the consent of the PurchaserBuyer, agree to any settlement that could which would result in an increase in the amount of Taxes for which the Purchaser Buyer is liable under Subsection 7.1.1(c)clause (c) of Section 7.1. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .37.3. The Purchaser Buyer will provide, or cause to be provided, to the Shareholders Sellers necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that which the Shareholders are Sellers is entitled to control pursuant to this Section 7.1.37.3.

Tax Proceedings. In the event the PurchaserBuyer, APL, the Company APL Subsidiaries or any of their Affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company APL or the Subsidiaries any APL Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(bSection 8.2(a), the Purchaser Buyer shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser Buyer Notice") no later than the earlier of (ia) thirty (30) days after the receipt by Buyer, APL, the Purchaser APL Subsidiaries or any of its their Affiliates of the Proceeding Notice Notice, or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are solely Seller is or may be liable under subsection 7.1.1(bSection 8.2(a), the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser Seller notifies Buyer in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Notice Buyer Notice, or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Notice. The Parties parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .38.3. The Purchaser will provide, If one or cause to be provided, more adjustments are made to the Shareholders necessary authorisationsTax liability of the BP America Group, including posers Seller, APL or attorneyan APL Subsidiary that (i) produce a net Tax benefit to the BP America Group, Seller, APL or an APL Subsidiary as to control any proceedings Taxes for which Seller is liable under Section 8.2(a) and (ii) increase the net Tax liability of Buyer, APL or an APL Subsidiary for Taxes for which Buyer is liable under Section 8.2(b), then Seller shall pay to Buyer the amount of the net Tax liability promptly after Buyer incurs such liability. If Buyer takes one or more positions, in original Tax Returns or as a result of adjustments, that (i) produce a net Tax benefit to Buyer or its affiliates as to Taxes for which Buyer is liable under Section 8.2(b) and (ii) increase the Shareholders are entitled net Tax liability of the BP America Group, Seller, APL or an APL Subsidiary for Taxes for which Seller is liable under Section 8.2(a), then Buyer shall pay to control pursuant to this Section 7.1.3.Seller the amount of the net Tax liability promptly after Seller incurs such liability. For this

Tax Proceedings. In the event the Purchaser, the Company Purchaser or any of their Affiliates receive its affiliates receives notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the any Company or the Subsidiaries for Taxes for any period for which the Shareholders Sellers are or may be liable under Subsection 7.1.1(b)subsection (b) of Section 7.1 hereof, the -39- Purchaser shall notify Messrs Turnxxxx xxx Asseltine the Sellers in writing thereof (the "Purchaser Notice") no later than the earlier of (i) thirty (30) 30 days after the receipt by the Purchaser or any of its Affiliates affiliates of the Proceeding Notice or (ii) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders Sellers are solely liable under subsection 7.1.1(b)(b) of Section 7.1 hereof, the Shareholders Sellers shall be entitled at their sole expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (a) the Shareholders they notify the Purchaser in writing that they desires desire to do so no later than the earlier of (i) thirty (30) 30 days after receipt of the Purchaser Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders Sellers may not, without the consent of the Purchaser, agree to any settlement that which could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)subsection (c) of Section 7.1 hereof. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .37.3. The Purchaser will provide, or cause to be provided, to the Shareholders Sellers necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that which the Shareholders Sellers are entitled to control pursuant to this Section 7.1.37.3.

Tax Proceedings. In the event the Purchaser, the Company Purchaser or any of their Purchaser’s Affiliates receive receives notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding relating to the liability for Taxes of or with respect to the liability of the Company or the Subsidiaries for Taxes Assets for any period prior to the Effective Date other than obligations and liabilities for which the Shareholders are or may be liable under Subsection 7.1.1(bProperty Taxes and Sales Taxes assumed by Purchaser pursuant to Sections 11.03(b) and 11.03(e), the Purchaser shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "within 7 days of receiving notice thereof. The failure by Purchaser Notice") no later than the earlier to so notify Seller shall not relieve Seller of (i) thirty (30) days after the receipt by the any liability that it may have to Purchaser or any of its Affiliates of the Proceeding Notice or (ii) ten days prior under this Agreement, except to the deadline for responding to the Proceeding Noticeextent that such failure actually and materially prejudices Seller. As to any such Taxes for which the Shareholders are solely liable under subsection 7.1.1(b)Seller is or may be liable, the Shareholders Seller shall be entitled at their sole Seller’s expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding; provided that, provided (a) so long as Seller’s interests are not adversely affected thereby, Purchaser shall, at its expense, control the Shareholders notify the Purchaser in writing that they desires to do so no later than the earlier defense of any examination, claim, adjustment or proceeding which would affect (i) thirty (30) days after receipt any Tax return of the Purchaser Notice or (ii) five (5) days prior the manner in which Purchaser or any of its Affiliates conducts any Tax audit, suit action or proceeding with respect to such Tax return; provided, further, that Purchaser shall not settle any examination, claim, adjustment or proceeding the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, defense of which it has controlled without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Seller’s prior written consent. The Parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, Affiliates in the negotiation negotiations and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.311.03.

Tax Proceedings. In the event the PurchaserBuyer, the Company Company, the Subsidiaries or any of their Affiliates affiliates receive notice (the "Proceeding Notice") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability of the Company or the Subsidiaries any Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(b)paragraph (a) of Section 9.2, the Purchaser Buyer shall notify Messrs Turnxxxx xxx Asseltine Seller in writing thereof (the "Purchaser Buyer Notice") no later than the earlier of (i) thirty (30) days after the receipt by Buyer, the Purchaser Company, the Subsidiaries or any of its Affiliates their affiliates of the Proceeding Notice or (ii) ten (10) days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are Seller is solely liable under subsection 7.1.1(b)paragraph (a) of Section 9.2, the Shareholders Seller shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser Seller notifies Buyer in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser Buyer Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders may not, without the consent of the Purchaser, agree to any settlement that could result in an increase in the amount of Taxes for which the Purchaser is liable under Subsection 7.1.1(c)Notice. The Parties parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.39.3.

Tax Proceedings. In the event the PurchaserMLP, any member of the Company Group or any of their Affiliates receive receives notice (the "Proceeding NoticePROCEEDING NOTICE") of any examination, claim, adjustment, adjustment or other proceeding with respect to the liability Liability of any member of the Company or the Subsidiaries Group for Taxes for any period for which the Shareholders are EECI is or may be liable under Subsection 7.1.1(bSection 10.2(a), the Purchaser MLP shall notify Messrs Turnxxxx xxx Asseltine EECI in writing thereof (the "Purchaser NoticeMLP NOTICE") no later than the earlier of (ia) thirty (30) days after the receipt by MLP, any member of the Purchaser Company Group or any of its their Affiliates of the Proceeding Notice Notice, or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. As Notice as to any such Taxes for which the Shareholders are solely EECI is or may be liable under subsection 7.1.1(bSection 10.2(a), the Shareholders . EECI shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, claim adjustment or other proceeding, provided (a) the Shareholders notify the Purchaser EECI notifies MLP in writing that they it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Purchaser MLP Notice or (ii) five (5) days prior to the deadline for responding to the Proceeding Notice and (b) the Shareholders Notice. EECI may not, without the consent of the PurchaserMLP (which consent MLP may reasonably withhold), agree to any settlement that could which would result in an increase in the amount of Taxes for which MLP, its partners or any member of the Purchaser Company Group is or may be liable under Subsection 7.1.1(cSection 10.2(b). The Parties parties shall cooperate with each other and with their respective Affiliates, and will consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .3. The Purchaser will provide, or cause to be provided, to the Shareholders necessary authorisations, including posers or attorney, to control any proceedings that the Shareholders are entitled to control pursuant to this Section 7.1.310.3.

Tax Proceedings. In the event the Purchaser, the Company KMEP or any of their Affiliates receive its affiliates receives notice (the "“Proceeding Notice"”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries Companies for Taxes for any period for which the Shareholders Contributors are or may be liable under Subsection 7.1.1(b)Section 7.1, the Purchaser KMEP shall notify Messrs Turnxxxx xxx Asseltine the Contributors in writing thereof (the "Purchaser “KMEP Notice"”) no later than the earlier of (ia) thirty (30) days after the receipt by the Purchaser KMEP or any of its Affiliates affiliates of the Proceeding Notice or (iib) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such KMEP Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which the Shareholders Contributors are solely or may be liable under subsection 7.1.1(b)Section 7.1, the Shareholders Contributors shall be entitled at their sole expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (ai) the Shareholders Contributors notify the Purchaser KMEP in writing that they desires desire to do so no later than the earlier of (i1) thirty (30) days after receipt of the Purchaser KMEP Notice or (ii2) five (5) days prior to the deadline for responding to the Proceeding Notice Notice, and (bii) the Shareholders Contributors may not, without the consent of the PurchaserKMEP (which consent shall not be unreasonably withheld), agree to any settlement that could which would result in an increase in the amount of Taxes for which KMEP or the Purchaser Companies is or may be liable under Subsection 7.1.1(c)Section 7.1. The Parties Contributors shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The parties shall cooperate with each other and with their respective Affiliatesaffiliates, and will shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.1 .37.3. The Purchaser KMEP will provide, or cause to be provided, to the Shareholders Contributors necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that which the Shareholders Contributors are entitled to control pursuant to this Section 7.1.37.3. The Contributors shall pay to KMEP the amount of any Tax Losses KMEP may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and binding settlement with a Taxing Authority having jurisdiction thereof.