Common use of Control of Proceedings Clause in Contracts

Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 8 contracts

Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement (Markwest Energy Partners L P), Purchase and Sale Agreement (Markwest Hydrocarbon Inc)

AutoNDA by SimpleDocs

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 5 contracts

Samples: Registration Rights Agreement, General and Administrative Services Agreement, Purchase and Sale Agreement (Enterprise Products Partners L P)

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller Sellers and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Genesis Energy Lp), Contribution and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement (El Paso Energy Partners Lp)

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.), Purchase and Sale Agreement (Alpha Natural Resources, Inc.), Purchase and Sale Agreement (Natural Resource Partners Lp)

Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by Seller, on the Seller one hand, and Buyer, on the Buyer other hand, in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling non-controlling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Foresight Energy LP), Purchase and Sale Agreement (Natural Resource Partners Lp)

Control of Proceedings. The Party responsible for the Tax (or refunds) under this Agreement shall control audits and disputes related to such Taxes (or refunds), including action taken to pay, compromise or settle such Taxes). The Seller Sellers and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes (or refunds) as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings Proceedings at its own expense.

Appears in 2 contracts

Samples: Acquisition Agreement (Alpha NR Holding Inc), Membership Unit Purchase Agreement (Alpha NR Holding Inc)

Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement (Genesis Energy Lp)

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Songzai International Holding Group Inc), Purchase and Sale Agreement (Natural Resource Partners Lp)

Control of Proceedings. The Party responsible for the a Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Genesis Energy Lp), Purchase and Sale Agreement

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller AMCI Parties and the Buyer Company shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller AMCI Parties and the Buyer Company in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Contribution Agreement (Alpha Natural Resources, Inc.)

Control of Proceedings. The Party responsible for preparing and filing the Tax return under this Agreement shall control audits and disputes related relating to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer Selling Stockholder shall jointly control, in good faith with each other, control audits and disputes relating to Straddle PeriodsTax periods beginning on or before the Closing Date and ending thereafter. Reasonable out-of-pocket expenses with respect to such contests contest shall be borne by the Seller Selling Stockholder and the Buyer Apollo LNG in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling non-controlling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apollo Resources International Inc)

AutoNDA by SimpleDocs

Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to the Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Genesis Energy Lp)

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller Sellers and the Buyer Investor shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller Sellers and the Buyer Investor in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Contribution and Sale Agreement (Genesis Energy Lp)

Control of Proceedings. The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transmontaigne Inc)

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller Contributor and the Buyer Issuer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller Contributor and the Buyer Issuer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Contribution Agreement (El Paso Energy Partners Lp)

Control of Proceedings. The Party party responsible for the Tax (or refunds) under this Agreement shall control audits and disputes related to such Taxes (or refunds), including action taken to pay, compromise or settle such Taxes). The Seller Shareholders and the Buyer Alpha shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller Shareholders and the Buyer Alpha in proportion to their responsibility for such Taxes (or refunds) as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings Proceedings at its own expense.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha NR Holding Inc)

Control of Proceedings. The Party party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-out of pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.