Common use of Control of Proceedings Clause in Contracts

Control of Proceedings. In the case of any audit or administrative or judicial proceeding involving an issue which would, upon a Final Determination, result in an indemnification obligation of the Acquiror under Section 9.4(a), the Acquiror or its Affiliate shall have the right to control such audit or proceeding at the Acquiror's (or its Affiliate's) cost. If the Acquiror opts to control any such audit or proceeding, the Acquiror shall notify the relevant Partner or Partners (each, an "Interested Party") promptly and periodically as to the status and material developments of such audit or proceeding, provide the Interested Parties with copies of all reports, notices and correspondence relating to such matters, and convey to the IRS all procedural requests made by the Interested Parties, unless any such request relates to the issue of the tax consequences of the transaction contemplated by this Agreement and is reasonably objectionable to the Acquiror's tax counsel. The Acquiror shall not enter into a settlement agreement relating to any issue not related to the tax consequences of the transaction contemplated by this Agreement which results in the imposition of any additional tax, interest or penalties on the Interested Parties unless (i) Acquiror obtains the consent of the Interested Parties or (ii) Acquiror pays the cost of such Settlement (including any future years' taxes resulting from such change). Each Interested Party and its counsel shall have the right, at its sole cost and expense, to be present at in all

Control of Proceedings. In the case of any audit or administrative or judicial proceeding involving an issue which would, upon a Final Determination, result in an indemnification obligation of the Acquiror under Section 9.4(a), the Acquiror or its Affiliate shall have the right to control such audit or proceeding at the Acquiror's (or its Affiliate's) cost. If the Acquiror opts to control any such audit or proceeding, the Acquiror shall notify the relevant Partner or Partners (each, an "Interested Party") promptly and periodically as to the status and material developments of such audit or proceeding, provide the Interested Parties with copies of all reports, notices and correspondence relating to such matters, and convey to the IRS all procedural requests made by the Interested Parties, unless any such request relates to the issue of the tax consequences of the transaction contemplated by this Agreement and is reasonably objectionable to the Acquiror's tax counsel. The Acquiror shall not enter into a settlement agreement relating to any issue not related to the tax consequences of the transaction contemplated by this Agreement which results in the imposition of any additional tax, interest or penalties on the Interested Parties unless (i) Acquiror obtains the consent of the Interested Parties or (ii) Acquiror pays the cost of such Settlement (including any future years' taxes resulting from such change). Each Interested Party and its counsel shall have the right, at its sole cost and expense, to be present at in allall meetings with the IRS relating to any audit or proceeding described in this Section 9.4(c). Notwithstanding the foregoing, nothing in this Section 9.4(c) shall require the Acquiror to defend any audit of or proceeding against the Contributor or any Partner.

Control of Proceedings. In the case of any audit or administrative or judicial proceeding involving an issue which would, upon a Final Determination, result in an indemnification obligation of the Acquiror under Section 9.4(a), the Acquiror or its Affiliate shall have the right to control such audit or proceeding at the Acquiror's (or its Affiliate's) cost. If the Acquiror opts to control any such audit or proceeding, the Acquiror shall notify the relevant Partner Indemnitee or Partners Indemnitees (each, an "Interested Party") promptly and periodically as to the status and material developments of such audit or proceeding, provide the Interested Parties with copies of all reports, notices and correspondence relating to such matters, and convey to the IRS all procedural requests made by the Interested Parties, unless any such request relates to the issue of the tax consequences of the transaction contemplated by this Agreement and is reasonably objectionable to the Acquiror's tax counsel. The Acquiror shall not enter into a settlement agreement relating to any issue not related to the tax consequences of the transaction contemplated by this Agreement which results in the imposition of any additional tax, interest or penalties on the Interested Parties unless (i) Acquiror obtains the consent of the Interested Parties or (ii) Acquiror pays the cost of such Settlement (including any future years' taxes resulting from such change). Each Interested Party and its counsel shall have the right, at its sole cost and expense, to be present at in allall meetings with the IRS relating to any audit or proceeding described in this Section 9.4(c). Notwithstanding the foregoing, nothing in this Section 9.4(c) shall require the Acquiror to defend any audit of or proceeding against the Contributor or any Partner.

Control of Proceedings. In the case of any audit or administrative or judicial proceeding involving an issue which would, upon a Final Determination, result in an indemnification obligation of the Acquiror under Section 9.4(a), the Acquiror or its Affiliate shall have the right to control such audit or proceeding at the Acquiror's (or its Affiliate's) cost. If the Acquiror opts to control any such audit or proceeding, the Acquiror shall notify the relevant Partner or Partners (each, an "Interested Party") promptly and periodically as to the status and material developments of such audit or proceeding, provide the Interested Parties with copies of all reports, notices and correspondence relating to such matters, and convey to the IRS all procedural requests made by the Interested Parties, unless any such request relates to the issue of the tax consequences of the transaction contemplated by this Agreement and is reasonably objectionable to the Acquiror's tax counsel. The Acquiror shall not enter into a settlement agreement relating to any issue not related to the tax consequences of the transaction contemplated by this Agreement which results in the imposition of any additional tax, interest or penalties on the Interested Parties unless (i) Acquiror obtains the consent of the Interested Parties or (ii) Acquiror pays the cost of such Settlement (including any future years' taxes resulting from such change). Each Interested Party and its counsel shall have the right, at its sole cost and expense, to be present at in allfrom