Common use of Determination of Administering Party Clause in Contracts

Determination of Administering Party. Subject to Sections 9.2(b), 9.2(c), and 9.2(d): (i) Tyco and its Subsidiaries shall administer and control all Pre-Distribution U.S. Income Tax Audits, all Pre-Distribution Tyco (U.S.) Qualified Plan Tax Audits, and all Pre-Distribution TME Payroll Tax Audits. (ii) Tyco and its Subsidiaries shall administer and control all Pre-Distribution Transfer Pricing Tax Audits if such Audits include a Subsidiary of any Party that is subject to U.S. Income Tax or involve a Taxing Authority in the U.S.; provided, further, that all other Pre-Distribution Transfer Pricing Tax Audits shall be administered and controlled by the Party and its Subsidiaries that would be primarily liable under applicable Law to pay to the applicable Taxing Authority the Taxes resulting from such Audits. (iii) Pre-Distribution Non-Income or Non-U.S. Tax Audits shall be administered and controlled by the Party and its Subsidiaries that would be primarily liable under applicable Law to pay to the applicable Taxing Authority the Taxes resulting from such Audits.