Common use of Control of Distribution Tax Proceedings Clause in Contracts

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell Technologies, any Dell Technologies Affiliate, VMware, and/or any VMware Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware or any VMware Affiliate, without the prior consent of VMware, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies and VMware shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies that it can satisfy its liability for any such Distribution Taxes. If VMware is unable to demonstrate to the reasonable satisfaction of Dell Technologies that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware and Dell Technologies shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies EMC shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesEMC, any Dell Technologies EMC Affiliate, VMware, and/or any VMware Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies EMC shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware or any VMware Affiliate, without the prior consent of VMware, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ EMC’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies EMC and VMware shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies EMC that it can satisfy its liability for any such Distribution Taxes. If VMware is unable to demonstrate to the reasonable satisfaction of Dell Technologies EMC that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware and Dell Technologies EMC shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies Distributing shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesDistributing, any Dell Technologies Distributing Affiliate, VMwareControlled, and/or and any VMware Controlled Affiliate in any Audits Tax Proceedings relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such AuditTax Proceeding; provided, however, that Dell Technologies (i) Distributing shall not settle any such audit Tax Proceeding with respect to any material Distribution Taxes with a Taxing Authority that for which Controlled or any Controlled Affiliate would reasonably be expected to result in a material Tax cost to VMware or any VMware Affiliate, be liable hereunder without the prior consent of VMwareControlled, which consent shall not be unreasonably withheld, conditioned withheld or delayed, and (ii) to the extent that an issue is raised in the Tax Proceeding with respect to the Distribution that if resolved against the taxpayer could reasonably be expected to result in Controlled having any liability for any Distribution Taxes hereunder, Distributing shall (A) provide Controlled with a reasonable opportunity to participate in such Tax Proceeding at Controlled’s sole cost and expense; (B) take reasonable steps to ensure Controlled is informed of any developments in the Tax Proceeding; and (C) provide Controlled with copies of any written material prior to submission to the Taxing Authority regarding the Distribution. Dell Technologies’ Distributing’s rights shall extend to any matter pertaining to the management and control of such AuditTax Proceeding, including execution of waivers, choice of forum, and scheduling of conferences and the resolution conferences. Controlled may assume control of any Tax Item; provided, however, that to the extent that VMware is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies and VMware shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware may assume sole control of any Audits Proceeding relating to Distribution Taxes if it acknowledges in writing that it has sole liability under this Agreement for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit Tax Proceeding and can demonstrate to the reasonable satisfaction of Dell Technologies Distributing that it can satisfy its liability for any such Distribution Taxes. If VMware ; provided, that Controlled shall not have the right to assume control of any Tax Proceeding relating to Distribution Taxes if Distributing reasonably determines that the outcome of such Tax Proceeding could adversely affect Distributing other than by resulting in a liability for Distribution Taxes; and provided further, that (i) Controlled shall not settle any such Tax Proceeding without the prior consent of Distributing, which consent shall not be unreasonably withheld or delayed, if the proposed settlement would reasonably be expected to adversely affect Taxes of Distributing or any Distributing Affiliate for which Controlled would not be fully responsible hereunder, and (ii) Controlled shall (A) provide Distributing with a reasonable opportunity to participate in such Tax Proceeding at Distributing’s sole cost and expense; (B) take reasonable steps to ensure Distributing is unable informed of any developments in the Tax Proceeding; and (C) provide Distributing with copies of any written material prior to demonstrate submission to the reasonable satisfaction of Dell Technologies that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware and Dell Technologies shall have joint control over Taxing Authority regarding the AuditDistribution.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesDell, any Dell Technologies Affiliate, VMware, and/or any VMware Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware or any VMware Affiliate, without the prior consent of VMware, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ Dell’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies and VMware shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies that it can satisfy its liability for any such Distribution Taxes. If VMware is unable to demonstrate to the reasonable satisfaction of Dell Technologies that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware and Dell Technologies shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell Technologies, any Dell Technologies Affiliate, VMwarePivotal, and/or any VMware Pivotal Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware Pivotal or any VMware Pivotal Affiliate, without the prior consent of VMwarePivotal, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware Pivotal is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies and VMware Pivotal shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware Pivotal may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies that it can satisfy its liability for any such Distribution Taxes. If VMware Pivotal is unable to demonstrate to the reasonable satisfaction of Dell Technologies that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware Pivotal and Dell Technologies shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies TRW shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesTRW, any Dell Technologies TRW Affiliate, VMwareTRW Automotive, and/or and any VMware TRW Automotive Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, provided however, that Dell Technologies TRW shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority in exchange for a settlement on an issue or issues unrelated to such Distribution Taxes that would reasonably be expected to result in a material Tax cost to VMware TRW Automotive or any VMware TRW Automotive Affiliate, without the prior consent of VMwareTRW Automotive, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ TRW’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, provided however, that to the extent that VMware TRW Automotive is obligated to bear at least fifty percent (50%) % of the liability for any Distribution Taxes under Section 5.01 of this Agreement4.01(c), Dell Technologies TRW and VMware TRW Automotive shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware TRW Automotive may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement 4.01(b) that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies TRW that it can satisfy its liability for any such Distribution TaxesTaxes by posting a bond or letter of credit on behalf of TRW. If VMware TRW Automotive is unable to demonstrate to the reasonable satisfaction of Dell Technologies TRW that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement4.01(b), VMware TRW Automotive and Dell Technologies TRW shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies Safeway shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesSafeway, any Dell Technologies Safeway Affiliate, VMwareBlackhawk, and/or any VMware Blackhawk Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies Safeway shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware Blackhawk or any VMware Blackhawk Affiliate, without the prior consent of VMwareBlackhawk, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ Safeway’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware Blackhawk is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies Safeway and VMware Blackhawk shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware Blackhawk may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies Safeway that it can satisfy its liability for any such Distribution Taxes. If VMware Blackhawk is unable to demonstrate to the reasonable satisfaction of Dell Technologies Safeway that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware Blackhawk and Dell Technologies Safeway shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies Compuware shall have the exclusive right, in its sole discretion, to control, contest, control and represent the interests of Dell Technologies, any Dell Technologies Affiliate, VMware, and/or any VMware Affiliate in contest any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies Compuware shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware Covisint or any VMware Covisint Affiliate, without the prior consent of VMwareCovisint, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ Compuware’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware Covisint is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement5.01, Dell Technologies Compuware and VMware Covisint shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware Covisint may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies Compuware that it can satisfy its liability for any such Distribution Taxes. If VMware Covisint is unable to demonstrate to the reasonable satisfaction of Dell Technologies Compuware that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement5.01, VMware Covisint and Dell Technologies Compuware shall have joint control over the Audit. Notwithstanding this Section 8.04, Compuware shall have the exclusive right, in its sole discretion, to control and contest any Audits to the extent relating to the Section 336(e) Election and to resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit to the extent relating to the Section 336(e) Election; provided Covisint may participate in any such Audit; and provided, further, that to the extent that any such Audits relate to the allocation in the asset allocation statement described in Section 5.04(d)(iii) hereof (and for the avoidance of doubt, not to the computation of the ADADP or ADSP by Compuware), Compuware shall not compromise or settle an issue without the prior written consent of Covisint, which shall not be unreasonably withheld, conditioned or delayed.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies RVI shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesRVI, any Dell Technologies RVI Affiliate, VMwareDSW, and/or any VMware DSW Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies RVI shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority in exchange for a settlement on an issue or issues unrelated to such Distribution Taxes that would reasonably be expected to result in a material Tax cost to VMware DSW or any VMware AffiliateDSW Affiliate (including as a result of an indemnification obligation pursuant to this Agreement), without the prior consent of VMwareDSW, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ RVI’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware DSW is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 4.01 of this Agreement, Dell Technologies RVI and VMware DSW shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware DSW may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 4.01(b) of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies RVI that it can satisfy its liability for any such Distribution Taxes. If VMware DSW is unable to demonstrate to the reasonable satisfaction of Dell Technologies RVI that it will be able to satisfy Table of Contents its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 4.01(b) of this Agreement, VMware DSW and Dell Technologies RVI shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies Safeway shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesSafeway, any Dell Technologies Safeway Affiliate, VMwareBlackhawk, and/or any VMware Blackhawk Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies Safeway shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware Blackhawk or any VMware Blackhawk Affiliate, without the prior consent of VMwareBlackhawk, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ Safeway’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware Blackhawk is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies Safeway and VMware Blackhawk shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware Blackhawk may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies Safeway that it can satisfy its liability for any such Distribution Taxes. If VMware Blackhawk is unable to demonstrate to the reasonable satisfaction of Dell Technologies Safeway that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware Blackhawk and Dell Technologies Safeway shall have joint control over the Audit. Notwithstanding this Section 8.04, Safeway shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Safeway, and any Safeway Affiliate, Blackhawk, and any Blackhawk Affiliates in any Audits to the extent relating to the Section 336(e) Election and to resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit to the extent relating to the Section 336(e) Election, provided Blackhawk may participate in any such Audit; and provided, further, that to the extent that any such Audits relate to the allocation in the asset allocation statement described in Section 5.03(e)(iii) hereof (and for the avoidance of doubt, not to the computation of the ADADP or ADSP by Safeway), Safeway shall not compromise or settle an issue without the prior written consent of Blackhawk, which shall not be unreasonably withheld, conditioned or delayed.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies Parent shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesParent, any Dell Technologies Parent Affiliate, VMwareCMC, and/or any VMware CMC Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies Parent shall not settle any such audit Audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware CMC or any VMware CMC Affiliate, without the prior consent of VMwareCMC, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ Parent's rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware CMC is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement, Dell Technologies Parent and VMware CMC shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware CMC may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies Parent that it can satisfy its liability for any such Distribution Taxes. If VMware CMC is unable to demonstrate to the reasonable satisfaction of Dell Technologies Parent that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement, VMware CMC and Dell Technologies Parent shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies RVI shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesRVI, any Dell Technologies RVI Affiliate, VMwareDSW, and/or any VMware DSW Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies RVI shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority in exchange for a settlement on an issue or issues unrelated to such Distribution Taxes that would reasonably be expected to result in a material Tax cost to VMware DSW or any VMware AffiliateDSW Affiliate (including as a result of an indemnification obligation pursuant to this Agreement), without the prior consent of VMwareDSW, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ RVI's rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware DSW is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 4.01 of this Agreement, Dell Technologies RVI and VMware DSW shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. VMware DSW may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 4.01(b) of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies RVI that it can satisfy its liability for any such Distribution Taxes. If VMware DSW is unable to demonstrate to the reasonable satisfaction of Dell Technologies RVI that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 4.01(b) of this Agreement, VMware DSW and Dell Technologies RVI shall have joint control over the Audit.

Control of Distribution Tax Proceedings. In the event of a Distribution, Dell Technologies Compuware shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of Dell TechnologiesCompuware, any Dell Technologies Compuware Affiliate, VMwareCovisint, and/or any VMware Covisint Affiliate in any Audits relating to Distribution Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit; provided, however, that Dell Technologies Compuware shall not settle any such audit with respect to Distribution Taxes with a Taxing Authority that would reasonably be expected to result in a material Tax cost to VMware Covisint or any VMware Covisint Affiliate, without the prior consent of VMwareCovisint, which consent shall not be unreasonably withheld, conditioned or delayed. Dell Technologies’ Compuware’s rights shall extend to any matter pertaining to the management and control of such Audit, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item; provided, however, that to the extent that VMware Covisint is obligated to bear at least fifty percent (50%) of the liability for any Distribution Taxes under Section 5.01 of this Agreement5.01, Dell Technologies Compuware and VMware Covisint shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment]. VMware Covisint may assume sole control of any Audits relating to Distribution Taxes if it acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of Dell Technologies Compuware that it can satisfy its liability for any such Distribution Taxes. If VMware Covisint is unable to demonstrate to the reasonable satisfaction of Dell Technologies Compuware that it will be able to satisfy its liability for such Distribution Taxes, but acknowledges in writing that it has sole liability for any Distribution Taxes under Section 5.01 of this Agreement5.01, VMware Covisint and Dell Technologies Compuware shall have joint control over the Audit.