Common use of Push-Out Election Clause in Contracts

Push-Out Election. In the event of a Relevant Tax Audit where a Push-Out Election is required to be made, NHPI has the right, but not the obligation, to control the conduct and resolution of any such Relevant Tax Audit (including any related Proceeding) (a “Tax Contest”). If NHPI does not elect to control such Tax Contest, the Company shall (i) keep NHPI reasonably informed of any such Tax Contest, (ii) allow NHPI to participate in (at the its expense) any such Tax Contest, (iii) allow NHPI to make reasonable comments to the Group Company and their “partnership representative” regarding such Tax Contest and shall consider in good faith incorporating any such comments, and (iv) not settle any such Tax Contest without the prior written consent of NHPI (which consent shall not be unreasonably withheld, conditioned, or delayed).