DUPONT'S ITEMS. If a Tax Audit relates solely to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, either pay the Tax claimed and s▇▇ for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner); provided, however, that if a settlement, compromise or abandonment of such Tax Audit could have a material adverse impact on Buyer or any of its Affiliates (including the Transferred DPC Companies, Joint Ventures and their respective Subsidiaries) in any Post-Closing Tax Period, DuPont shall keep Buyer reasonably informed as to the status of such Tax Audit and shall not settle, compromise or abandon any such Tax Audit without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In no case shall Buyer, the Transferred DPC Companies or their Subsidiaries or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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DUPONT'S ITEMS. If a Tax Audit relates solely to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, either pay the Tax claimed and s▇▇▇ for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner); provided, however, that if a settlement, compromise or abandonment of such Tax Audit could have a material adverse impact on Buyer or any of its Affiliates (including the Transferred DPC Companies, Joint Ventures and their respective Subsidiaries) in any Post-Closing Tax Period, DuPont shall keep Buyer reasonably informed as to the status of such Tax Audit and shall not settle, compromise or abandon any such Tax Audit without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. In no case shall Buyer, the Transferred DPC Companies or their Subsidiaries or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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