Common use of Adient Rights Clause in Contracts

Adient Rights. In the case of any Tax Contest described in Section 9.02(a)(i) or (b) (other than, in each case, any Tax Contest described in Section 9.02(f)), if (x) as a result of such Tax Contest, Adient could reasonably be expected to (A) become liable to make any indemnification payment to Xxxxxxx Controls hereunder in excess of $1 million or (B) not have Foreign Corporation Status as of immediately after the Distribution and (y) Xxxxxxx Controls has control of such Tax Contest pursuant to Section 9.02(a)(i) or (b), as applicable, then (i) Xxxxxxx Controls shall keep Adient reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Xxxxxxx Controls with respect to such Tax Contest, (ii) Xxxxxxx Controls shall timely provide Adient with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) Xxxxxxx Controls shall consult with Adient reasonably in advance of taking any significant action in connection with such Tax Contest, (iv) Xxxxxxx Controls shall consult with Adient, offer Adient a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest and shall consider Adient’s comments in good faith, (v) Xxxxxxx Controls shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (vi) Xxxxxxx Controls shall not settle, compromise or abandon any such Tax Contest in a manner that would disproportionately disadvantage Adient and, in determining whether to settle, compromise or abandon any such Tax Contest, Xxxxxxx Controls shall otherwise make such determination in good faith as if it were the only party in interest in connection with such Tax Contest.

Adient Rights. In the case of any Tax Contest described in Section 9.02(a)(i) or (b) (other than, in each case, any Tax Contest described in Section 9.02(f)), if (x) as a result of such Tax Contest, Adient could reasonably be expected to (A) become liable to make any indemnification in- demnification payment to Xxxxxxx Controls hereunder in excess of $1 million or (B) not have Foreign Corporation Status as of immediately after the Distribution and (y) Xxxxxxx Controls has control of such Tax Contest pursuant to Section 9.02(a)(i) or (b), as applicable, then (i) Xxxxxxx Controls shall keep Adient reasonably informed in a timely manner of all significant developments develop- ments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Xxxxxxx Controls with respect to such Tax Contest, (ii) Xxxxxxx Controls shall timely provide Adient with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (iii) Xxxxxxx Controls shall consult with Adient reasonably in advance of taking tak- ing any significant action in connection with such Tax Contest, (iv) Xxxxxxx Controls shall consult con- xxxx with Adient, offer Adient a reasonable opportunity to comment before submitting any written writ- ten materials prepared or furnished in connection with such Tax Contest and shall consider Adient’s comments in good faith, (v) Xxxxxxx Controls shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (vi) Xxxxxxx Controls shall not settle, compromise or abandon any such Tax Contest in a manner that would disproportionately disadvantage Adient and, in determining whether to settle, compromise com- promise or abandon any such Tax Contest, Xxxxxxx Controls shall otherwise make such determination determi- nation in good faith as if it were the only party in interest in connection with such Tax Contest.. (e)