Common use of No Disputes Consistency Cooperation Clause in Contracts

No Disputes Consistency Cooperation. 6.1. Participation in Corporate Taxpayer’s and Pla-Fit LLC’s Tax Matters. Except as otherwise provided herein or in the Recapitalization Agreement or LLC Agreement, Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning Corporate Taxpayer (and its wholly-owned Subsidiaries), Pla-Fit LLC and their respective Subsidiaries, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TSG Representative of, and keep the TSG Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Pla-Fit LLC by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TSG Representative and its Affiliates under this Agreement, and shall provide to the TSG Representative reasonable opportunity to provide information and other input to the Corporate Taxpayer, Pla-Fit LLC and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Pla-Fit LLC shall not take any action that is inconsistent with any provision of the LLC Agreement.

No Disputes Consistency Cooperation. 6.1. Participation in Corporate Taxpayer’s and Pla-Fit Habit LLC’s Tax Matters. Except as otherwise provided herein or in the Recapitalization Agreement or LLC Agreement, Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning Corporate Taxpayer (and its wholly-owned Subsidiaries), Pla-Fit Habit LLC and their respective Subsidiaries, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TSG KarpReilly Representative of, and keep the TSG KarpReilly Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and Pla-Fit Habit LLC by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the TSG Representative KarpReilly, LLC and its Affiliates under this Agreement, and shall provide to the TSG KarpReilly Representative reasonable opportunity to provide information and other input to the Corporate Taxpayer, Pla-Fit Habit LLC and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and Pla-Fit Habit LLC shall not take any action that is inconsistent with any provision of the LLC Agreement.