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. 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, 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. 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. 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. (a) Hilton 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 Pre-Closing Taxable Period or any other Taxable Period for which Hilton is responsible, in whole or in part, for Taxes under Section 2.7(a) and Article III, and to employ counsel of its choice at its expense; PROVIDED, HOWEVER, that, with respect to such issues that may impact Park Place or any Park Place Member for any Post-Closing Taxable Period or for which Park Place may be responsible in part under Section 2.7(a) and Article III, Hilton shall in good faith (i) afford Park Place full opportunity to observe at any such proceedings and to review any submissions related to such issues, (ii) consult with Park Place regarding its comments with respect to such proceedings and submissions in an effort to resolve any differences with respect to Hilton's positions with regard to such issues, (iii) in good faith consider Park Place's recommendations for alternative positions with respect to such issues, (iv) advise Park Place of the reasons for rejecting any such alternative position, and (v) provide Park Place with final copies of such submissions. In the event of any disagreement regarding the proceedings, Hilton shall have the ultimate control of the Audit and any settlement or other resolution thereof, PROVIDED, HOWEVER, that Hilton shall not agree to settle any such proceeding in a manner that could reasonably be expected to have a material and adverse effect on (A) any indemnification obligation of Park Place hereunder or (B) any Tax liability of the Park Place Group or any Park Place Member for any Taxable Period, without the prior written consent of Park Place, which consent shall not be unreasonably withheld.
(b) Park Place shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating solely to any Post-Closing Taxable Period of the Park Place Group or any Park Place Member, or relating to any other Taxable Period for which Park Place is solely responsible for Taxes under Section 2.7(b) and Article III, and to employ counsel of its choice at its expense; PROVIDED, HOWEVER, that Park Place shall in good faith (i) afford Hilton full opportunity to observe at any such proceedings and to review any submissions related thereto and (ii) not agree to settle any such proceeding in a manner that could reasonably be expected to have a material and adverse effect ...
Control and Settlement. Culbro shall have the right and obligation to represent the interests of all affected taxpayers in, any Tax audit or administrative proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period for which Culbro 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, (i) Culbro and Realty shall in good faith jointly control such proceeding, including, without limitation, participating in conferences with government officials and preparing submissions in connection with such proceedings, and (ii) Culbro shall not enter into any settlement that impacts any Realty Member for any taxable period without the written consent of Realty, which consent may be given or withheld by Realty in its sole discretion; and PROVIDED, FURTHER, that Realty shall deliver to Culbro a written response to any notification by Culbro of a proposed settlement within thirty (30) days of the receipt of such notification. If Realty fails to so respond within such ten day period, Realty shall be deemed to have consented to the proposed settlement. Each of Culbro and Realty shall pay its own expenses in connection with audits or administrative proceedings. In the event of any judicial proceeding relating, in whole or in part, to any Pre-Closing Taxable Period or any other Taxable Period for which Culbro or Realty is responsible for Taxes under Sections 2(e) and (3), the party responsible for such Taxes shall in good faith control such proceeding and employ counsel of its choice, at its own expense.
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.
