Common use of Control and Settlement Clause in Contracts

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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall be governed by Section 2.7.

Control and Settlement. (a) Parent Demand Media 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 costcost and expense; provided, however, that with respect to any issue arising on an Audit of a Parent Prepared Section 2.3(a) Tax Return that may have a material adverse effect on SpinCo Rightside or any SpinCo Group Rightside Member (including as a result of SpinCoRightside’s indemnification obligations pursuant to Section 3.2Sections 3.3(b)(i), 3.3(b)(ii)(B) and 3.3 (b)(iii)(B)), (i) Parent Demand Media and Rightside shall permit SpinCo to participate in such Audit with respect to jointly control the conduct and resolution of such issue, and in no event shall Parent either Demand Media or Rightside settle or otherwise resolve any such issue without the written consent of SpinCothe other, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo Rightside shall provide Parent Demand Media a written response to any notification by Parent Demand Media of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo Rightside fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Parent Each of Demand Media and SpinCo Rightside shall bear their its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a). (b) SpinCo Rightside 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)(iii2.1(b)(ii) 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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent Demand Media and SpinCo Rightside with respect to such Taxes to the extent such Audit relates to a Parent Prepared Section 2.3(a) Tax ReturnReturn and the Current Allocation Methodology applies, shall be governed by Section 2.7.

Control and Settlement. (a) Parent RemainCo 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 RemainCo Prepared Pre-Spin/Straddle Mixed 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 costcost and expense; provided, however, that with respect to any issue arising on an Audit of a Parent RemainCo Prepared Tax Pre-Spin/Straddle Mixed Return that may could reasonably be expected to have a material more than immaterial adverse effect on SpinCo or any SpinCo Group Member (including as a result of SpinCo’s indemnification obligations pursuant to Section 3.2Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)), (i) Parent RemainCo shall permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent not 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 RemainCo a written response to any notification by Parent RemainCo 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 Each of RemainCo and SpinCo shall bear their own the costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a)) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit. (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 SpinCo Prepared Pre-Spin/Straddle Nonmixed 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 Pre-Spin/Straddle Nonmixed Return that may could reasonably be expected to have a material more than immaterial adverse effect on Parent RemainCo or any Parent Group Member (including as a result of Parent’s indemnification obligations pursuant to Section 3.1)RemainCo Member, (i) SpinCo shall permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo not settle or otherwise resolve any such issue without the written consent of ParentRemainCo, 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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall be governed by Section 2.7.;

Control and Settlement. (ai) Parent Except as otherwise provided in this paragraph, PREIT Partnership shall have (A) the exclusive right (but, except as described in clause (y), not the obligation) to control, and to represent the interests of all affected taxpayers in, any Audit relatingtax audit or administrative, judicial or other proceeding described above in whole or in part, to any Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii7(a) and to employ counsel or other advisors of its choice choice, at PREIT Partnership's expense, and (B) in the case of any proceeding involving the matter described in clause (i) of Section 7(a), the obligation to defend the position contemplated by this Agreement, at its own costthe expense of PREIT Partnership; provided, however, that with respect PREIT Partnership shall not enter into any settlement that affects, directly or indirectly, the determination of the amount of Original Built-In Gain allocable to any issue arising on an Audit a Contributor by PREIT Partnership required to be recognized during either the First Protection Period or the Second Protection Period or the determination of the amount of liabilities allocated to a Parent Prepared Tax Return that may have a material adverse effect on SpinCo or any SpinCo Group Member (including as a result Contributor under Section 752 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 the Code without the prior written consent of SpinCosuch Contributor, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo . Each such Contributor shall provide Parent a written response to any written notification by Parent PREIT Partnership of a proposed settlement within at least thirty (30) days (the "Response Period") of the receipt by the Contributor of such notification. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, a Contributor must: (x) have a reasonable basis to believe that such settlement would have an adverse impact on one or more of the Contributors with respect to a matter covered by this Agreement, (y) believe, based upon the advice of Xxxx Xxxxx, Xxxxxxxx & Xxxxxxxx LLP, or Ernst & Young LLP (or another comparable law firm or Accounting Firm), that it is "more likely than not" that the position asserted by the Contributor would prevail if it were to be asserted in a judicial proceeding (and upon the written request of PREIT Partnership, such Contributor shall provide to PREIT Partnership a letter from such law firm or Accounting Firm confirming such advice), and (z) except as contemplated by clause (ii)(B) below with respect to matters described in Section 7(a)(i), offer to assume the subsequent costs of defending and asserting the position asserted by the Contributor. If PREIT Partnership has not received a response from such Contributor within the first fourteen (14) days of the Response Period, PREIT Partnership shall provide, not less than ten (10) days prior to the expiration of its receipt the Response Period, another written notification (the "Final Notice") to the Contributor of the proposed settlement. If PREIT Partnership has timely provided the Final Notice and such notification; and (iii) if SpinCo Contributor fails to so respond within the Response Period, such ten (10) day period, it Contributor 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). (bA) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relatingExcept as provided in clause (B) below, in whole or the event that PREIT, as general partner of PREIT Partnership, determines, in partgood faith and based on a reasoned analysis of outside advisors to PREIT provided in writing (which written analysis PREIT will share with the Contributors, if requested to any Tax Return filed pursuant to Section 2.1(b)(ido so), Section 2.1(b)(ii) and Section 2.1(b)(iii) and that PREIT Partnership would be unlikely to employ counsel prevail if it were to contest any tax audit or administrative, judicial or other advisors of its choice at its own cost and expense; proceeding described above in Section 7(a), PREIT Partnership may elect not to contest any such proceeding, provided, however, that, in this event, any of the Contributors shall then be entitled to elect to contest any such proceeding, at such Contributor's own expense. PREIT Partnership shall use good faith efforts to provide to any Contributor and its designated tax advisor the opportunity to participate in any tax audit or administrative, judicial or other proceeding described above in Section 7(a), subject to the following conditions: ( 1.) such participation shall be exclusively at the expense of the Contributor and at no expense to PREIT Partnership, and (2.) PREIT Partnership may place such limitations on any such participation as it determines in good faith are necessary or appropriate to avoid prejudicing its ability to contest any adverse determination or assertion involving the amount, if any, of the Original Built-In Gain required to be recognized by any one or more of the Contributors during either the First Protection Period or the Second Protection Period. (B) Notwithstanding clause (A) above, PREIT Partnership shall undertake, at its expense, to contest a tax audit or administrative, judicial or other proceeding described above in Section 7(a)(i) if a Contributor provides to PREIT Partnership a letter from Xxxx Xxxxx, Xxxxxxxx & Xxxxxxxx LLP, or Ernst & Young LLP (or another comparable law firm or Accounting Firm) to the effect that it is more likely than not that the position asserted by the Contributor would prevail if it were to be asserted in a judicial proceeding. (C) The liability of PREIT Partnership with respect to any issue Original Built-In Gain required to be recognized by any Contributor shall be determined solely under Sections 2(c) and 2(d) above, and PREIT Partnership, in no event, shall have any liability, monetary or otherwise, relating to or arising on an Audit out of a SpinCo Prepared Tax Return that may have a material adverse effect on Parent or the conduct of any Parent Group Member (including as a result of Parent’s indemnification obligations proceedings pursuant to its authority under this Section 3.1)7, (iexcept as expressly provided for under Sections 2(c) SpinCo shall permit Parent to participate in such Audit and 2(d) above. The exclusive remedy of any Contributor 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 claimed breach by SpinCo of a proposed settlement within ten (10) days PREIT Partnership 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 incurred in participating in any proceeding relating to any Audit obligations under this Section 6.2(b). (c) The payment of 7 shall be an action for specific performance, provided that the foregoing shall not in any Taxes as a result way limit the right of a Final Determination with respect Contributor to an Auditdamages expressly provided for in Section 2(c), as well as any payments between Parent Section 2(d) and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall be governed by Section 2.73(d) above.

Control and Settlement. (a) Parent Integra 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 costcost and expense; provided, however, that with respect to any issue arising on an Audit of a Parent an Integra Prepared Tax Pre-Spin/Straddle Mixed Return that may have a material significant adverse effect on SpinCo Spinco or any SpinCo Group Spinco Member (including as a result of SpinCoSpinco’s indemnification obligations pursuant to Section 3.2Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (i) Parent c)(iii)(B)), Integra shall permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent not settle or otherwise resolve any such issue without the written consent of SpinCoSpinco, 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 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)(iii2.1(b)(ii) 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 Spinco Prepared Tax Pre-Spin/Straddle Nonmixed Return that may have a material significant adverse effect on Parent Integra or any Parent Group Integra Member (including as a result of ParentIntegra’s indemnification obligations pursuant to Section 3.1Sections 3.3(c)(i), 3.3(c)(ii)(A) and 3.3 (i) SpinCo c)(iii)(A)), Spinco shall permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo not settle or otherwise resolve any such issue without the written consent of ParentIntegra, 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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent Integra and SpinCo Spinco with respect to such Taxes to the extent such Audit relates to a Parent an Integra Prepared Tax ReturnPre-Spin/Straddle Mixed Return and the Current Allocation Methodology applies, shall be governed by Section 2.72.6.

Control and Settlement. (ai) Parent Except as otherwise provided in this paragraph, PREIT Partnership shall have (A) the exclusive right (but, except as described in clause (y), not the obligation) to control, and to represent the interests of all affected taxpayers in, any Audit relatingtax audit or administrative, judicial or other proceeding described above in whole or in part, to any Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii7(a) and to employ counsel or other advisors of its choice choice, at PREIT Partnership's expense, and (B) in the case of any proceeding involving the matter described in clause (i) of Section 7(a), the obligation to defend the position contemplated by this Agreement, at its own costthe expense of PREIT Partnership; provided, however, that with respect PREIT Partnership shall not enter into any settlement that affects, directly or indirectly, the determination of the amount of Original Built-In Gain allocable to any issue arising on an Audit a Contributor by PREIT Partnership required to be recognized during either the First Protection Period or the Second Protection Period or the determination of the amount of liabilities allocated to a Parent Prepared Tax Return that may have a material adverse effect on SpinCo or any SpinCo Group Member (including as a result Contributor under Section 752 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 the Code without the prior written consent of SpinCosuch Contributor, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo . Each such Contributor shall provide Parent a written response to any written notification by Parent PREIT Partnership of a proposed settlement within at least thirty (30) days (the "Response Period") of the receipt by the Contributor of such notification. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, a Contributor must: (x) have a reasonable basis to believe that such settlement would have an adverse impact on one or more of the Contributors with respect to a matter covered by this Agreement, (y) believe, based upon the advice of Reed Smith, Sullivan & Cromwell LLP, or Ernxx & Xxxxx LLP (or xnotxxx xxxxarable law firm or Accounting Firm), that it is "more likely than not" that the position asserted by the Contributor would prevail if it were to be asserted in a judicial proceeding (and upon the written request of PREIT Partnership, such Contributor shall provide to PREIT Partnership a letter from such law firm or Accounting Firm confirming such advice), and (z) except as contemplated by clause (ii)(B) below with respect to matters described in Section 7(a)(i), offer to assume the subsequent costs of defending and asserting the position asserted by the Contributor. If PREIT Partnership has not received a response from such Contributor within the first fourteen (14) days of the Response Period, PREIT Partnership shall provide, not less than ten (10) days prior to the expiration of its receipt the Response Period, another written notification (the "Final Notice") to the Contributor of the proposed settlement. If PREIT Partnership has timely provided the Final Notice and such notification; and (iii) if SpinCo Contributor fails to so respond within the Response Period, such ten (10) day period, it Contributor 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). (bA) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relatingExcept as provided in clause (B) below, in whole or the event that PREIT, as general partner of PREIT Partnership, determines, in partgood faith and based on a reasoned analysis of outside advisors to PREIT provided in writing (which written analysis PREIT will share with the Contributors, if requested to any Tax Return filed pursuant to Section 2.1(b)(ido so), Section 2.1(b)(ii) and Section 2.1(b)(iii) and that PREIT Partnership would be unlikely to employ counsel prevail if it were to contest any tax audit or administrative, judicial or other advisors of its choice at its own cost and expense; proceeding described above in Section 7(a), PREIT Partnership may elect not to contest any such proceeding, provided, however, that, in this event, any of the Contributors shall then be entitled to elect to contest any such proceeding, at such Contributor's own expense. PREIT Partnership shall use good faith efforts to provide to any Contributor and its designated tax advisor the opportunity to participate in any tax audit or administrative, judicial or other proceeding described above in Section 7(a), subject to the following conditions: ( 1.) such participation shall be exclusively at the expense of the Contributor and at no expense to PREIT Partnership, and (2.) PREIT Partnership may place such limitations on any such participation as it determines in good faith are necessary or appropriate to avoid prejudicing its ability to contest any adverse determination or assertion involving the amount, if any, of the Original Built-In Gain required to be recognized by any one or more of the Contributors during either the First Protection Period or the Second Protection Period. (B) Notwithstanding clause (A) above, PREIT Partnership shall undertake, at its expense, to contest a tax audit or administrative, judicial or other proceeding described above in Section 7(a)(i) if a Contributor provides to PREIT Partnership a letter from Reed Smith, Sullivan & Cromwell LLP, or Ernst & Young LLP (or xxxxxxx xomparable law xxxx xx Accounting Firm) to the effect that it is more likely than not that the position asserted by the Contributor would prevail if it were to be asserted in a judicial proceeding. (C) The liability of PREIT Partnership with respect to any issue Original Built-In Gain required to be recognized by any Contributor shall be determined solely under Sections 2(c) and 2(d) above, and PREIT Partnership, in no event, shall have any liability, monetary or otherwise, relating to or arising on an Audit out of a SpinCo Prepared Tax Return that may have a material adverse effect on Parent or the conduct of any Parent Group Member (including as a result of Parent’s indemnification obligations proceedings pursuant to its authority under this Section 3.1)7, (iexcept as expressly provided for under Sections 2(c) SpinCo shall permit Parent to participate in such Audit and 2(d) above. The exclusive remedy of any Contributor 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 claimed breach by SpinCo of a proposed settlement within ten (10) days PREIT Partnership 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 incurred in participating in any proceeding relating to any Audit obligations under this Section 6.2(b). (c) The payment of 7 shall be an action for specific performance, provided that the foregoing shall not in any Taxes as a result way limit the right of a Final Determination with respect Contributor to an Auditdamages expressly provided for in Section 2(c), as well as any payments between Parent Section 2(d) and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall be governed by Section 2.73(d) above.

Control and Settlement. (a) Parent Questar 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 costexpense; provided, however, that with respect to any issue arising on an Audit of a Parent Prepared Section 2.3(a) Tax Return that may have a material adverse effect affect on SpinCo QEP or any SpinCo Group QEP Member (including as a result of SpinCoQEP’s indemnification obligations pursuant to Section 3.2Sections 3.3(b)(i), 3.3(b)(ii)(B) and 3.3 (b)(iii)(B)), (i) Parent Questar and QEP shall permit SpinCo to participate in such Audit with respect to jointly control the conduct and resolution of such issue, and in no event shall Parent either Questar or QEP settle or otherwise resolve any such issue without the written consent of SpinCothe other, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo QEP shall provide Parent Questar a written response to any notification by Parent Questar of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo QEP fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Parent Each of Questar and SpinCo QEP shall bear their its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a). (b) SpinCo QEP 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)(iii2.1(b)(ii) 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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent Questar and SpinCo QEP with respect to such Taxes to the extent such Audit relates to a Parent Prepared Section 2.3(a) Tax ReturnReturn and the Current Allocation Methodology applies, shall be governed by Section 2.7.

Control and Settlement. (a) Parent 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 Tax Return filed pursuant to Pre-Closing Taxable Period or any other Taxable Period for which Hilton is responsible, in whole or in part, for Taxes under Section 2.1(a)(i2.7(a) and Section 2.1(a)(ii) Article III, and to employ counsel or other advisors of its choice and at its own costexpense; providedPROVIDED, howeverHOWEVER, 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)that, (i) Parent shall permit SpinCo to participate in such Audit with respect to such issueissues 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 in no (v) provide Park Place with final copies of such submissions. In the event of any disagreement regarding the proceedings, Hilton shall Parent have the ultimate control of the Audit and any settlement or other resolution thereof, PROVIDED, HOWEVER, that Hilton shall not agree to settle or otherwise resolve any such issue 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 SpinCoPark Place, 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 Park Place shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, relating solely to any Tax Return filed pursuant 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 2.1(b)(i), Section 2.1(b)(ii2.7(b) and Section 2.1(b)(iii) Article III, and to employ counsel or other advisors of its choice at its own cost and expense; providedPROVIDED, howeverHOWEVER, that with respect Park Place shall in good faith (i) afford Hilton full opportunity to observe at any issue arising on an Audit of such proceedings and to review any submissions related thereto and (ii) not agree to settle any such proceeding in a SpinCo Prepared Tax Return manner that may could reasonably be expected to have a material and adverse effect on Parent (A) any indemnification obligation of Hilton hereunder or (B) any Tax liability of the Hilton Group or any Parent Group Post-Distribution Member (including as a result of Parent’s indemnification obligations pursuant to Section 3.1)for any Taxable Period, (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 prior written consent of ParentHilton, 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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall be governed by Section 2.7.

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 ‎Section 2.1(a)(i) and Section ‎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 an adverse effect on SpinCo or any SpinCo Group Member (including as a result of SpinCo’s indemnification obligations pursuant to Section ‎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 prior 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 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 ‎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 ‎Section 2.1(b)(i), Section ‎Section 2.1(b)(ii) and Section ‎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 an adverse effect on Parent or any Parent Group Member (including as a result of Parent’s indemnification obligations pursuant to Section ‎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 prior 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 10)-day period, it shall be deemed to have consented to the proposed settlement. Each of Parent and SpinCo shall bear its own costs incurred in participating in any proceeding relating to any Audit under this Section ‎Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax ReturnTaxes, shall be governed by Section 2.7‎Section 2.7(c).

Control and Settlement. (a) Parent Integra 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 costcost and expense; provided, however, that with respect to any issue arising on an Audit of a Parent an Integra Prepared Tax Pre-Spin/Straddle Mixed Return that may have a material significant adverse effect on SpinCo Spinco or any SpinCo Group Spinco Member (including as a result of SpinCoSpinco’s indemnification obligations pursuant to Section 3.2Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (i) Parent c)(iii)(B)), Integra shall permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent not settle or otherwise resolve any such issue without the written consent of SpinCoSpinco, 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 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)(iii2.1(b)(ii) 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 Spinco Prepared Tax Pre-Spin/Straddle Nonmixed Return that may have a material significant adverse effect on Parent Integra or any Parent Group Integra Member (including as a result of ParentIntegra’s indemnification obligations pursuant to Section 3.1Sections 3.3(c)(i), 3.3(c)(ii)(A) and 3.3 (i) SpinCo c)(iii)(A)), Spinco shall permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo not settle or otherwise resolve any such issue without the written consent of ParentIntegra, 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 incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent Integra and SpinCo Spinco with respect to such Taxes to the extent such Audit relates to a Parent an Integra Prepared Tax ReturnPre-Spin/Straddle Mixed Return and the Current Allocation Methodology applies, shall be governed by Section 2.7.

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 an 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 prior 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 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 an 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 prior 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 10)-day period, it shall be deemed to have consented to the proposed settlement. Each of Parent and SpinCo shall bear its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax ReturnTaxes, shall be governed by Section 2.72.7(c).