Control and Settlement. (a) Parent shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice and at its own cost; provided, however, that with respect to any issue arising on an Audit of a Parent Prepared Tax Return that may have a material adverse effect on SpinCo or any SpinCo Group Member (including as a result of SpinCo’s indemnification obligations pursuant to Section 3.2), (i) Parent shall permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent settle or otherwise resolve any such issue without the written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo shall provide Parent a written response to any notification by Parent of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Parent and SpinCo shall bear their own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a).
(b) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(b)(i), Section 2.1(b)(ii) and Section 2.1(b)(iii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Tax Return that may have a material adverse effect on Parent or any Parent Group Member (including as a result of Parent’s indemnification obligations pursuant to Section 3.1), (i) SpinCo shall permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo settle or otherwise resolve any such issue without the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) Parent shall provide SpinCo a written response to any notification by SpinCo of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if Parent fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of Parent and SpinCo shall bear its own costs incu...
Control and Settlement. From and after the Closing Date, LTC shall have full control over, and the right to represent the interests of, LTC and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by LTC hereunder. LTC shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.
Control and Settlement. From and after the Closing Date, Excel shall have full control over, and the right to represent the interests of, Excel and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by Excel hereunder. Excel shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.
Control and Settlement. Realty shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period for which Realty is responsible, in whole or in part, for Taxes under Sections 2(e) and (3), and to employ counsel of its choice; provided, however, that, with respect to such issues that may cause an indemnity payment, Realty (i) shall in good faith
Control and Settlement. From and after the Closing Date, ERC shall have full control over, and the right to represent the interests of, ERC and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by ERC hereunder. ERC shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.
Control and Settlement. Hyatt, shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or Straddle Period and to employ counsel of its choice; provided, however, that, with respect to such issues that may impact Holding or any Holding Member or Classic or any Classic Member for any such Taxable Period, Hyatt (i) shall in good faith consult with Holding and Classic, as applicable, as to the handling and disposition of such issues and (ii) shall not enter into any settlement that impacts Holding or any Holding Member or Classic or any Classic Member without the written consent of Holding or Classic, as applicable, which shall not be unreasonably withheld; and provided, further, that the President of Holding or the General Counsel of Classic, as applicable, shall hand deliver to Hyatt’s Vice President of Taxes a written response to any notification by Hyatt of a proposed settlement within ten (10) days of the receipt of such notification. If the respective officers of Holding or Classic fail to so respond within such ten-day period, Holding or Classic, as applicable, shall be deemed to have consented to the proposed settlement. Holding and Classic shall each have the right and obligation, subject to the delegation of such rights and obligations pursuant to the Holding Transition Services Agreement or the Classic Transition Services Agreement, as applicable, to control any Tax audit or judicial or other proceeding related to their respective Post-Closing Taxable Periods.
Control and Settlement. From and after the Closing Date, PEI shall have full control over, and the right to represent the interests of, PEI and all other corporations involved in or affected by any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to Taxes that are subject to indemnification by PEI hereunder. PEI shall have the right to employ counsel of its choice at its expense, and shall have the ultimate control of the contest and any settlement or other resolution thereof. Any liability for Taxes established pursuant to such proceeding shall be allocated and paid in accordance with Section 2 of this Agreement.
Control and Settlement. Except as otherwise provided in this paragraph, each of SNH and CLJ shall have the right and obligation, at its own expense, to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Tax Return or Information Return that is filed by such party under Section 2 (the "Filing Party"), and to employ counsel of its choice, at its own expense; provided, however, that, (a) with respect to such issues that may affect, directly or indirectly, the other party (the "Other Party") or an Affiliate thereof, the Filing Party (i) shall in good faith consult with the Other Party and counsel of the Other Party's choice as to the handling and disposition of such issues and (ii) shall not enter into any settlement that impacts, directly or indirectly, the Other Party or an Affiliate thereof without the prior written consent of the Other Party, which shall not be unreasonably withheld. The Other Party shall deliver to the Filing Party a written response to any written notification by the Filing Party of a proposed settlement within fourteen (14) days of the receipt by the other party of such notification. If the Other Party fails to so respond within such fourteen (14) day period, such Other Party shall be deemed to have consented to the proposed settlement. CLJ shall have no obligation with respect to any proceeding involving any Host Marriott Taxes or Host Marriott Tax Returns, except CLJ may elect to take control of any such proceeding (subject to the other provisions of this subparagraph (b)) to the extent (and only to the extent) that such proceeding involves Taxes for which CLJ is liable under this Agreement.
Control and Settlement. Realty shall have the right and obligation to control, and to represent the interests of all affected taxpayers in, any Tax audit or administrative, judicial or other proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period for which Realty is responsible, in whole or in part, for Taxes under Sections 2(e) and (3), and to employ counsel of its choice; provided, however, that, with respect to such issues that may cause an indemnity payment, Realty (i) shall in good faith consult with Marketing as to the handling and disposition of such issues and (ii) shall not enter into any settlement that impacts Marketing or any Marketing Member for any taxable period without the written consent of Marketing, which consent shall not be unreasonably withheld; and provided, further, that Marketing shall deliver to Realty a written response to any notification by Realty of a proposed settlement within ten days of the receipt of such notification. If Marketing fails to so respond within such ten day period, Marketing shall be deemed to have consented to the proposed settlement.
Control and Settlement. The Tax Separation Agreement is amended hereby as follows:
a. Section 6(b) of the Tax Separation Agreement is amended and restated in its entirety as follows:
