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 International and its Subsidiaries shall administer and control all Pre-Distribution U.S. Income Tax Audits and all Pre-Distribution Tyco (U.S.) Qualified Plan and TME Payroll Tax Audits. (ii) Tyco International and its Subsidiaries shall administer and control all Pre-Distribution Transfer Pricing Tax Audits to the extent such Audits relate or are attributable to a U.S. entity; provided, however, 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.