Controlling Company Sample Clauses

The 'Controlling Company' clause defines which entity within a group of related companies has the authority to direct or manage certain activities or decisions under the agreement. Typically, this clause specifies the criteria for determining which company is considered the controlling party, such as ownership percentage, voting rights, or contractual authority. For example, it may state that the parent company or any entity with majority control over another is the 'Controlling Company' for the purposes of the contract. The core function of this clause is to ensure clarity regarding decision-making power and responsibility, thereby reducing confusion or disputes about which entity is authorized to act on behalf of the group.
Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest.
View SourceView Similar (10)
Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”). Notwithstanding the previous sentence: (i) In the case of any Tax Contest with respect to the Intended Tax Treatment or the tax treatment of any Separation Transaction, Remainco shall be the Controlling Company; provided, however, that if Spinco may reasonably be expected to become liable to make any indemnification payment under this Agreement in connection with the resolution of such Tax Contest, Spinco shall have the right to jointly control the Tax Contest to the extent relating to Taxes for which Spinco may reasonably be expected to indemnify under this Agreement, and Remainco shall not settle any such Tax Contest without the prior written consent of Spinco (not to be unreasonably withheld, conditioned or delayed) to the extent such settlement relates to Taxes for which Spinco may reasonably be expected to indemnify under this Agreement; and (ii) In the case of any Tax Contest related in whole or in part to a matter set forth on Exhibit E, Remainco shall be the Controlling Company for all purposes of this Agreement.
View SourceView Similar (4)
Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”); provided, however, with respect to any Tax Contest relating to a Pre-Distribution Period and Spinco with respect to which Remainco is the Controlling Company, Remainco at its election may direct Spinco to conduct all or part of such Tax Contest subject to the supervision and direction of Remainco at Remainco’s expense.
View SourceView Similar (2)
Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”); provided that (i) with respect to any Tax Contest relating to a Pre-Distribution Period and the Spinco Group with respect to which Remainco is the Controlling Company, Remainco at its election may direct the applicable member of the Spinco Group to conduct all or part of such Tax Contest at Remainco’s expense and subject to the supervision and direction of Remainco and (ii) in no event shall (A) Remainco be entitled to control a Tax Contest that relates to a Merger Partner Consolidated Return or (B) Merger Partner be entitled to control a Tax Contest that relates to a Remainco Consolidated Return.
View SourceView Similar (2)
Controlling Company. In the case of any Tax Contest referred to in Section 8.01, the Party that would be primarily liable under this Agreement for the Taxes resulting from such Tax Contest (the “Controlling Company”) shall administer and control such Tax Contest; provided that (i) with respect to any Tax Contest relating to a Pre-Closing Period and the Spinco Group with respect to which Remainco is the Controlling Company, upon the consent of the applicable member of the Spinco Group, Remainco may appoint the applicable member of the Spinco Group to conduct all or part of such Tax Contest at Remainco’s expense (in which case, the applicable member of the Spinco Group shall be the Controlling Company with respect to such Tax Contest) and (ii) in no event shall (A) Remainco be entitled to control a Tax Contest that relates to a Buyer Consolidated Return or (B) Spinco, Merger Partner or Buyer be entitled to control a Tax Contest that relates to a Remainco Consolidated Return.
View Source

Related to Controlling Company

  • Sponsor The Sponsor is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust, any such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Sponsor a limited power of attorney appointing the Sponsor as the Trust’s agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver any such documents, reports, filings, instruments, certificates and opinions.

  • Holding Companies (a) In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental to its ownership of the Equity Interests of the Borrower and the performance of the Loan Documents, the Second Lien Loan Documents, any Specified Refinancing Debt or any Specified Second Lien Refinancing Debt, (ii) incur any Indebtedness (other than (x) the First Lien Obligations and the Second Lien Obligations, (y) intercompany Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections ‎7.03(i) through ‎(m) (other than Section 7.03(k)(B)), ‎7.03(o) and ‎7.03(p) and (z) Guarantees of Indebtedness permitted by Section 7.03(n), ‎7.03(s), (t), ‎(u) or (v)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of the Borrower (other than Liens pursuant to any Loan Document or any Second Lien Loan Document, Permitted Other Indebtedness Liens, Specified Refinancing Liens, Specified Second Lien Refinancing Liens or non-consensual Liens arising solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Borrower or its Restricted Subsidiaries (including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section ‎7.02) or (y) Investments of the type permitted by Section ‎7.02(a), ‎(b), ‎(h), ‎(k) or ‎(m). (b) Nothing in this Section ‎7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (ii) the performance of its obligations with respect to the Transactions, (iii) any public offering of its common stock or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions (other than Dispositions of the Equity Interests of the Borrower), (v) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vi) holding any cash and Cash Equivalents (but not operating any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities, as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities incidental to the foregoing.

  • Entity If the Subscriber is a corporation, company, trust, employee benefit plan, individual retirement account, ▇▇▇▇▇ Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.