Common use of Control of Distribution Tax Proceedings Clause in Contracts

Control of Distribution Tax Proceedings. TRW shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRW, any TRW Affiliate, TRW Automotive, and any 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 however, that 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 TRW Automotive or any TRW Automotive Affiliate, without the prior consent of TRW Automotive, which consent shall not be unreasonably withheld. 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 however, to the extent that TRW Automotive is obligated to bear at least 50% of the liability for any Distribution Taxes under Section 4.01(c), TRW and TRW Automotive shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. 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 4.01(b) that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRW. If TRW Automotive is unable to demonstrate to the reasonable satisfaction of 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 4.01(b), TRW Automotive and TRW shall have joint control over the Audit.

Control of Distribution Tax Proceedings. TRW Safeway shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRWSafeway, any TRW Safeway Affiliate, TRW AutomotiveBlackhawk, and and/or any TRW Automotive 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 provided, however, that TRW Safeway 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 TRW Automotive Blackhawk or any TRW Automotive Blackhawk Affiliate, without the prior consent of TRW AutomotiveBlackhawk, which consent shall not be unreasonably withheld, conditioned or delayed. TRWSafeway’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 TRW Automotive Blackhawk is obligated to bear at least fifty percent (50% %) of the liability for any Distribution Taxes under Section 4.01(c)5.01 of this Agreement, TRW Safeway and TRW Automotive Blackhawk shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive 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 4.01(b) 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW Safeway that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive Blackhawk is unable to demonstrate to the reasonable satisfaction of TRW 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 4.01(b)5.01 of this Agreement, TRW Automotive Blackhawk and TRW 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. TRW Compuware shall have the exclusive right, in its sole discretion, to control, contest, control and represent the interests of TRW, any TRW Affiliate, TRW Automotive, and any TRW Automotive 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 provided, however, that TRW Compuware 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 TRW Automotive Covisint or any TRW Automotive Covisint Affiliate, without the prior consent of TRW AutomotiveCovisint, which consent shall not be unreasonably withheld, conditioned or delayed. TRWCompuware’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 TRW Automotive Covisint is obligated to bear at least fifty percent (50% %) of the liability for any Distribution Taxes under Section 4.01(c)5.01, TRW Compuware and TRW Automotive Covisint shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive 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 4.01(b) 5.01 that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW Compuware that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive Covisint is unable to demonstrate to the reasonable satisfaction of TRW 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 4.01(b)5.01, TRW Automotive Covisint and TRW 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. TRW In the event of a Distribution, RVI shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRWRVI, any TRW RVI Affiliate, TRW AutomotiveDSW, and and/or any TRW Automotive 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 provided, however, that TRW 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 TRW Automotive DSW or any TRW Automotive AffiliateDSW Affiliate (including as a result of an indemnification obligation pursuant to this Agreement), without the prior consent of TRW AutomotiveDSW, which consent shall not be unreasonably withheld, conditioned or delayed. TRWRVI’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 TRW Automotive DSW is obligated to bear at least fifty percent (50% %) of the liability for any Distribution Taxes under Section 4.01(c)4.01 of this Agreement, TRW RVI and TRW Automotive DSW shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive 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 4.01(b) of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW RVI that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive DSW is unable to demonstrate to the reasonable satisfaction of TRW 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 4.01(b)) of this Agreement, TRW Automotive DSW and TRW RVI shall have joint control over the Audit.

Control of Distribution Tax Proceedings. TRW HP Co. shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRWHP Co., any TRW HP Co. Affiliate, TRW AutomotiveSpinco, and any TRW Automotive Spinco 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 TRW HP Co. 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 TRW Automotive Spinco or any TRW Automotive Spinco Affiliate, without the prior consent of TRW AutomotiveSpinco, which consent shall not be unreasonably withheld. TRW’s HP Co.'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, to the extent that TRW Automotive Spinco is obligated to bear at least 50% of the liability for any Distribution Taxes under Section 4.01(c4.01(b), TRW HP Co. and TRW Automotive Spinco shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive Spinco 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 4.01(b) that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW HP Co. that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive Spinco is unable to demonstrate to the reasonable satisfaction of TRW HP Co. 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 4.01(b), TRW Automotive Spinco and TRW HP Co. shall have joint control over the Audit.. Section 9

Control of Distribution Tax Proceedings. TRW In the event of a Distribution, Safeway shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRWSafeway, any TRW Safeway Affiliate, TRW AutomotiveBlackhawk, and and/or any TRW Automotive 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 provided, however, that TRW Safeway 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 TRW Automotive Blackhawk or any TRW Automotive Blackhawk Affiliate, without the prior consent of TRW AutomotiveBlackhawk, which consent shall not be unreasonably withheld, conditioned or delayed. TRWSafeway’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 TRW Automotive Blackhawk is obligated to bear at least fifty percent (50% %) of the liability for any Distribution Taxes under Section 4.01(c)5.01 of this Agreement, TRW Safeway and TRW Automotive Blackhawk shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive 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 4.01(b) 5.01 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW Safeway that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive Blackhawk is unable to demonstrate to the reasonable satisfaction of TRW 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 4.01(b)5.01 of this Agreement, TRW Automotive Blackhawk and TRW Safeway shall have joint control over the Audit.

Control of Distribution Tax Proceedings. TRW In the event of a Distribution, BridgeBio shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRWBridgeBio, any TRW BridgeBio Affiliate, TRW Automotive[SUBSIDIARY], and and/or any TRW Automotive [SUBSIDIARY] 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 TRW BridgeBio shall not settle any such audit 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 TRW Automotive [SUBSIDIARY] or any TRW Automotive [SUBSIDIARY] Affiliate, without the prior consent of TRW Automotive[SUBSIDIARY], which consent shall not be unreasonably withheld, conditioned or delayed. TRWBridgeBio’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 TRW Automotive [SUBSIDIARY] is obligated to bear at least fifty percent (50% %) of the liability for any Distribution Taxes under Section 4.01(c)8 of this Agreement, TRW BridgeBio and TRW Automotive [SUBSIDIARY] shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive [SUBSIDIARY] 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 4.01(b) 8 of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW BridgeBio that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive [SUBSIDIARY] is unable to demonstrate to the reasonable satisfaction of TRW BridgeBio 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 4.01(b)8 of this Agreement, TRW Automotive [SUBSIDIARY] and TRW BridgeBio shall have joint control over the Audit.

Control of Distribution Tax Proceedings. TRW In the event of a Distribution, RVI shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of TRWRVI, any TRW RVI Affiliate, TRW AutomotiveDSW, and and/or any TRW Automotive 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 provided, however, that TRW 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 TRW Automotive DSW or any TRW Automotive AffiliateDSW Affiliate (including as a result of an indemnification obligation pursuant to this Agreement), without the prior consent of TRW AutomotiveDSW, which consent shall not be unreasonably withheld, conditioned or delayed. TRW’s 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 provided, however, that to the extent that TRW Automotive DSW is obligated to bear at least fifty percent (50% %) of the liability for any Distribution Taxes under Section 4.01(c)4.01 of this Agreement, TRW RVI and TRW Automotive DSW shall have joint control over decisions to resolve, settle or otherwise agree to any deficiency, claim or adjustment. TRW Automotive 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 4.01(b) of this Agreement that might arise in such Audit and can demonstrate to the reasonable satisfaction of TRW RVI that it can satisfy its liability for any such Distribution Taxes by posting a bond or letter of credit on behalf of TRWTaxes. If TRW Automotive DSW is unable to demonstrate to the reasonable satisfaction of TRW 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 4.01(b)) of this Agreement, TRW Automotive DSW and TRW RVI shall have joint control over the Audit.