Control and Settlement Clause Samples

Control and Settlement. (a) RemainCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Return and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a RemainCo Prepared Pre-Spin/Straddle Mixed Return that could reasonably be expected to have a more than immaterial adverse effect on SpinCo or any SpinCo Member (including as a result of SpinCo’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)), (i) RemainCo shall not settle or otherwise resolve any such issue without the written consent of SpinCo, which consent shall not be unreasonably withheld; (ii) SpinCo shall provide RemainCo a written response to any notification by RemainCo of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo and SpinCo shall bear the costs relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit. (b) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Return and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Return that could reasonably be expected to have a more than immaterial adverse effect on RemainCo or any RemainCo Member, (i) SpinCo shall not settle or otherwise resolve any such issue without the written consent of RemainCo, which consent shall not be unreasonably withheld;

Control and Settlement. From and after the Closing Date, Excel shall have full control over, and the right to represent the interests of, Excel and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by Excel hereunder. Excel shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.

Control and Settlement. The Equityholder Representative shall at the expense of the Company Stockholders control the complete defense and settlement of the interest of itself and each other party in any Tax Audit that may affect the liability for Taxes of the Company or the Company Subsidiaries for which Parent would be entitled to any indemnification, if any, out of the Indemnification Escrow Amount. Parent, at its own expense, shall reasonably cooperate and shall cause the Company and the Company Subsidiaries to reasonably cooperate with the Equityholder Representative. The Equityholder Representative shall provide copies of all correspondence with any Governmental Authority to Parent, shall keep Parent reasonably informed as to the status of any Tax Audit and shall consider in good faith any comments of Parent with respect to the handling of such Tax Audit, and provided further, that the Equityholder Representative shall not be entitled to settle any Tax Audit without the consent of Parent, which consent shall not be unreasonably withhold. In the event that the Equityholder Representative wishes to settle a Tax Audit, but Parent withholds its consent, Parent shall be entitled to take over the control of and to settle such Tax Audit in its sole discretion, provided that the indemnification obligation out of the Indemnification Escrow Amount with respect to such Tax Audit shall not be greater than such obligation would have been had such Tax Audit been settled of in the manner originally contemplated by the Equityholder Representative. If a Tax Audit involves Taxes for which both the Company Stockholders and the Parent may be liable, the Equityholder Representative and the Parent shall attempt in good faith to sever the Tax Audit and each shall control the Tax Audit involving Taxes for which it may be liable (taking into account any indemnification obligation imposed pursuant to this Agreement). If the Tax Audit cannot be severed, Parent shall at its own expense control the complete defense and settlement of the interest of itself and each other party in such Tax Audit. In any other Tax Audit, Parent, in its sole discretion and at its expense, shall control the complete defense of the interest of itself and each other party.

Control and Settlement. Realty shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period for which Realty is responsible, in whole or in part, for Taxes under Sections 2(e) and (3), and to employ counsel of its choice; provided, however, that, with respect to such issues that may cause an indemnity payment, Realty (i) shall in good faith

Control and Settlement. Hyatt, shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or Straddle Period and to employ counsel of its choice; provided, however, that, with respect to such issues that may impact Holding or any Holding Member or Classic or any Classic Member for any such Taxable Period, Hyatt (i) shall in good faith consult with Holding and Classic, as applicable, as to the handling and disposition of such issues and (ii) shall not enter into any settlement that impacts Holding or any Holding Member or Classic or any Classic Member without the written consent of Holding or Classic, as applicable, which shall not be unreasonably withheld; and provided, further, that the President of Holding or the General Counsel of Classic, as applicable, shall hand deliver to Hyatt’s Vice President of Taxes a written response to any notification by Hyatt of a proposed settlement within ten (10) days of the receipt of such notification. If the respective officers of Holding or Classic fail to so respond within such ten-day period, Holding or Classic, as applicable, shall be deemed to have consented to the proposed settlement. Holding and Classic shall each have the right and obligation, subject to the delegation of such rights and obligations pursuant to the Holding Transition Services Agreement or the Classic Transition Services Agreement, as applicable, to control any Tax audit or judicial or other proceeding related to their respective Post-Closing Taxable Periods.

Control and Settlement. From and after the Closing Date, PEI shall have full control over, and the right to represent the interests of, PEI and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by PEI hereunder. PEI shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.

Control and Settlement. From and after the Closing Date, ERC shall have full control over, and the right to represent the interests of, ERC and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by ERC hereunder. ERC shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.

Control and Settlement. (i) Except as otherwise provided in this paragraph, PREIT Partnership shall have (A) the exclusive right (but, except as described in clause (y), not the obligation) to control, and to represent the interests of all affected taxpayers in, any tax audit or administrative, judicial or other proceeding described above in Section 7(a) and to employ counsel of its choice, at PREIT Partnership's expense, and (B) in the case of any proceeding involving the matter described in clause (i) of Section 7(a), the obligation to defend the position contemplated by this Agreement, at the expense of PREIT Partnership; provided, however, that PREIT Partnership shall not enter into any settlement that affects, directly or indirectly, the determination of the amount of Original Built-In Gain allocable to a Contributor by PREIT Partnership required to be recognized during either the First Protection Period or the Second Protection Period or the determination of the amount of liabilities allocated to a Contributor under Section 752 of the Code without the prior written consent of such Contributor, which shall not be unreasonably withheld. Each such Contributor shall provide a written response to any written notification by PREIT Partnership of a proposed settlement within at least thirty (30) days (the "Response Period") of the receipt by the Contributor of such notification. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, a Contributor must: (x) have a reasonable basis to believe that such settlement would have an adverse impact on one or more of the Contributors with respect to a matter covered by this Agreement, (y) believe, based upon the advice of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, or Ernst & Young LLP (or another comparable law firm or Accounting Firm), that it is "more likely than not" that the position asserted by the Contributor would prevail if it were to be asserted in a judicial proceeding (and upon the written request of PREIT Partnership, such Contributor shall provide to PREIT Partnership a letter from such law firm or Accounting Firm confirming such advice), and (z) except as contemplated by clause (ii)(B) below with respect to matters described in Section 7(a)(i), offer to assume the subsequent costs of defending and asserting the position asserted by the Contributor. If PREIT Partnership has not received a response from such Contributor within the first fourteen (14) days of the Response Period, PREIT Partnership...

Control and Settlement. Realty shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period for which Realty is responsible, in whole or in part, for Taxes under Sections 2(e) and (3), and to employ counsel of its choice; provided, however, that, with respect to such issues that may cause an indemnity payment, Realty (i) shall in good faith consult with Marketing as to the handling and disposition of such issues and (ii) shall not enter into any settlement that impacts Marketing or any Marketing Member for any taxable period without the written consent of Marketing, which consent shall not be unreasonably withheld; and provided, further, that Marketing shall deliver to Realty a written response to any notification by Realty of a proposed settlement within ten days of the receipt of such notification. If Marketing fails to so respond within such ten day period, Marketing shall be deemed to have consented to the proposed settlement.