Common use of Proposed Adjustments Clause in Contracts

Proposed Adjustments. Plains shall give prompt notice to Spinco of any adjustment or adjustments proposed by any Tax Authority relating to the activities of the Spinco Group for any Tax period ending prior to or on the Spin-Off Date. After consulting with Spinco, Plains shall determine in its sole discretion the nature of all action to be taken to contest such proposed adjustment, including whether any such action shall initially be contested by way of judicial or administrative proceedings, or both, whether any such proposed adjustment shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof, and if Plains shall undertake to contest such proposed adjustment, the court or other judicial body before which such action will be commenced. Plains shall have full control over any contest or administrative proceeding pursuant to this Paragraph, but Spinco, at its expense and subject to approval by Plains, which approval shall not be unreasonably withheld, may participate in any proceedings contesting any proposed adjustment relating to the activities of the Spinco Group.