Common use of Control and Settlement Clause in Contracts

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.