Common use of Control of Tax Contests Clause in Contracts

Control of Tax Contests. Each Company shall have full responsibility and discretion in handling, settling or contesting any Tax Contest involving a Tax for which it is liable pursuant to Section 2 of this Agreement; provided, however, Distributing shall have full responsibility and discretion in handling, settling or contesting any Tax Contest with respect to a consolidated, combined or unitary federal or state Income Tax of which Distributing or a Distributing Subsidiary is the common parent and with respect to Controlled Separate Income Tax for the Pre-Incorporation Period. In the event that Distributing controls (pursuant to the proviso in the previous sentence) any Tax Contest which gives rise to a Controlled indemnification obligation hereunder, Distributing shall consult with Controlled with respect to such Tax Contest (to the extent such Tax Contest relates to issues for which Controlled is liable) and shall consider in good faith Controlled's advice with respect thereto. Furthermore Distributing may participate in any Tax Contest with respect to any Covered Transaction Tax (as hereinafter defined), and Controlled shall consider in good faith Distributing's advice with respect thereto, regardless of whether Distributing has liability or indemnification obligations with respect to such Tax under this Agreement.