Common use of Administration and Control; Cooperation Clause in Contracts

Administration and Control; Cooperation. (i) Notwithstanding that NiSource shall have sole responsibility for administration and control (including settlement authority) over all Audits described in Section 9.2(a)(i), Columbia shall have the right to participate in such Audit pursuant to Section 9.2(c) and as otherwise contemplated by this Section 9.2(b), but only to the extent that such Audit relates to Taxes for which Columbia would be liable under Section 9.3(a)(i). (ii) In the case of a Pre-Distribution U.S. Income Tax Audit involving Taxes for which each of NiSource and Columbia would be liable pursuant to Section 9.3(a) of this Agreement, the Parties agree to use reasonable best efforts to separate the issues for resolution, and to the extent such issues may be separated, the Party that would be liable for any Tax relating to a separated issue shall have sole responsibility for the administration and control (including settlement authority) of the separated issue, provided that— (1) NiSource shall, in all events, have sole responsibility for the administration and control (including settlement authority) of any issues relating to Distribution Taxes. (2) Columbia shall only have sole responsibility for the settlement of a separated issue if (x) the issue, as asserted by the Taxing Authority, would cause an individual payment obligation for Columbia of $200,000 (two hundred thousand dollars) or greater (including tax, interest and penalties) under this Agreement (a “Columbia Separated Issue”) and (y) all Columbia Separated Issues and Columbia Non-Separated Issues (as defined below) would cause an aggregate payment obligation for Columbia of $1,000,000 (one million dollars) or greater under this Agreement. (3) NiSource shall have sole responsibility for the settlement of all separated issues, other than Columbia Separated Issues for which Columbia has sole settlement responsibility under Section 9.2(b)(ii)(2), except that NiSource shall accept or enter into a settlement of such issues at the reasonable request of Columbia unless: (x) the settlement relates to an issue the settlement of which would cause an individual payment obligation for NiSource of $200,000 (two hundred thousand dollars) or greater (including tax, interest and penalties) (a “NiSource Separated Issue”) and (y) the settlement of all NiSource Separated Issues and NiSource Non-Separated Issues (as defined below) would cause an aggregate payment obligation for NiSource of $1,000,000 (one million dollars) or greater. (iii) To the extent that issues in a Pre-Distribution Income Tax Audit cannot be separated or to the extent an issue in an Audit relates to Distribution Taxes— (1) NiSource shall not accept or enter into a settlement without the consent of Columbia (which shall not be unreasonably withheld) if: (x) the settlement relates to an issue the settlement of which would cause an individual payment obligation for Columbia of $200,000 (two hundred thousand dollars) or greater (including tax, interest and penalties) under this Agreement (a “Columbia Non-Separated Issue”); (y) Columbia has provided NiSource with Columbia’s responses to all information document requests or similar requests from the Taxing Authority with respect to all Columbia Non-Separated Issues and (z) all Columbia Non-Separated Issues and Columbia Separated Issues would cause an aggregate payment obligation for Columbia of $1,000,000 (one million dollars) or greater under this Agreement. In addition to the conditions above, if requested by NiSource, Columbia shall provide NiSource an opinion from Qualified Counsel concluding that Columbia more likely than not shall prevail on the Columbia Non-Separated Issues. (2) NiSource shall accept or enter into a settlement at the reasonable request of Columbia unless: (x) the settlement relates to an issue the settlement of which would cause an individual payment obligation for NiSource of $200,000 (two hundred thousand dollars) or greater (including tax, interest and penalties) under this Agreement (a “NiSource Non-Separated Issue”); (y) NiSource has provided Columbia with NiSource’s responses to all information document requests or similar requests from the Taxing Authority with respect to all NiSource Non-Separated Issues and (z) the settlement of all NiSource Non-Separated Issues and NiSource Separated Issues would cause an aggregate payment obligation for NiSource of $1,000,000 (one million dollars) or greater. In addition to the conditions above, if requested by Columbia, NiSource shall provide Columbia an opinion from Qualified Counsel concluding that NiSource more likely than not shall prevail on the NiSource Non-Separated Issues.