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 the PurchaserBuyer, HBI, the Company HBI 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 HBI or the Subsidiaries any HBI Subsidiary for Taxes for any period for which the Shareholders are Seller is or may be liable under Subsection 7.1.1(bSection 10.01(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 ten (3010) days after the receipt by Buyer, HBI, the Purchaser HBI Subsidiaries or any of its their Affiliates of the Proceeding 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(b)Section 10.01(a) except for Pre-Closing Period Taxes, 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 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 .310.02. The Purchaser will provideNeither Seller, HBI nor an HBI Subsidiary shall enter into any closing agreement (as defined in Section 7121 of the Code, or cause any comparable provisions of state, county, local or foreign law) that is binding on Buyer, HBI or an HBI Subsidiary for any taxable period ending after the Closing Date, without the prior written consent of Buyer. Further, neither Seller, HBI nor an HBI Subsidiary shall agree to be providedany settlement concerning Taxes for any taxable period ending on or before the Closing Date, to which settlement may result in an increase in Taxes of HBI or an HBI Subsidiary for any taxable period ending after the Shareholders necessary authorisationsClosing Date, including posers or attorney, to control any proceedings that without the Shareholders are entitled to control pursuant to this Section 7.1.3prior written consent of Buyer.

Tax Proceedings. In the event the Purchaser, the Company or any of their Affiliates receive Seller receives notice (the "Proceeding Notice") of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company or the Subsidiaries Seller for Taxes for any period for which the Shareholders are Stockholder is or may be liable under Subsection 7.1.1(b)subsection (ii) of Section 10.1, the Purchaser Seller shall notify Messrs Turnxxxx xxx Asseltine Stockholder in writing thereof (the "Purchaser Seller Notice") no later than the earlier of (ix) thirty (30) 30 days after the receipt by the Purchaser or any of its Affiliates Seller of the Proceeding Notice or (iiy) ten days prior to the deadline for responding to the Proceeding Notice. As to any such Taxes for which the Shareholders are Stockholder is solely liable under subsection 7.1.1(b)(ii) of Section 10.1, the Shareholders Stockholder shall be entitled at their sole its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (ai) the Shareholders notify the Purchaser it notifies Seller in writing that they it desires to do so no later than the earlier of (ix) thirty (30) 30 days after receipt of the Purchaser Seller Notice or (iiy) five (5) days prior to the deadline for responding to the Proceeding Notice and (bii) the Shareholders Stockholder may not, without the consent of the PurchaserSeller, agree to any settlement that which could result in an increase in the amount of Taxes for which the Purchaser Seller is liable under Subsection 7.1.1(c)subsection (iii) of Section 10.1. 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 .310.3. The Purchaser Seller will provide, or cause to be provided, to the Shareholders Stockholder necessary authorisationsauthorizations, including posers or powers of attorney, to control any proceedings that the Shareholders are which Stockholder is 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.

Tax Proceedings. In the event the Purchaser, the Company Copano or any of their its Affiliates receive receives notice (the "“Proceeding Notice"”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Company Partnership or the any of its Subsidiaries for Taxes for any period for which the Shareholders Contributors are or may be liable under Subsection 7.1.1(b)Section 13.1, the Purchaser Copano shall notify Messrs Turnxxxx xxx Asseltine the Contributors in writing thereof (the "Purchaser “Copano Notice"”) no later than the earlier of (ia) thirty (30) days after the receipt by the Purchaser Copano 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 Copano 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 13.1, 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 Copano in writing that they desires desire to do so no later than the earlier of (i1) thirty (30) days after receipt of the Purchaser Copano 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 PurchaserCopano, agree to any settlement that could which would result in an increase in the amount of Taxes for which Copano, the Purchaser Contributors or the Partnership or any of its Subsidiaries is or may be liable under Subsection 7.1.1(c)Section 13.1. The 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 .313.3. The Purchaser Copano 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 7.1.313.3. The Contributors shall pay to Copano the amount of any Tax Losses Copano may become entitled to by reason of the provisions of this Article 13 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.