Common use of Control of Proceedings Clause in Contracts

Control of Proceedings. (a) Xxxxxxxx shall have sole and absolute authority to administer and control any Proceeding relating to (i) any Consolidated Returns, (ii) any Combined Returns, and (iii) any other Proceeding that may result in Tax liability to Xxxxxxxx. Each member of the WPX Group shall execute and deliver to Xxxxxxxx any power of attorney or other document requested by Xxxxxxxx in connection with any such Proceeding. With respect to Proceedings subject to the first sentence of this Section 6.1(a), no agent or employee of any member of the WPX Group shall provide any information (whether written or oral) to any Tax Authority except at the direction of Xxxxxxxx. (b) In the event of any Proceeding as a result of which WPX could reasonably be expected to become liable for any Spin Taxes pursuant to Section 5.1(b) and which Xxxxxxxx has the right to administer and control pursuant to Section 6.1(a) above (i) Xxxxxxxx shall consult with WPX reasonably in advance of taking any significant action in connection with such Proceeding, (ii) Xxxxxxxx shall offer WPX a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (iii) WPX shall have the right to participate in such Proceeding, (iv) Xxxxxxxx shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, and (iv) Xxxxxxxx shall provide WPX with copies of any written materials relating to such Proceeding received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken (including with respect to settlement or other disposition) in any such Proceeding shall be made in the sole discretion of Xxxxxxxx, except that any settlement that will result in liability to WPX shall be subject to the consent of WPX, which consent shall not be unreasonably delayed, denied or withheld.

Control of Proceedings. (a) Xxxxxxxx shall have sole and absolute authority to administer and control any Proceeding relating to (i) any Consolidated Returns, (ii) any Combined Returns, and (iii) any other Proceeding that may result in Tax liability to Xxxxxxxx. Each member of the WPX Group shall execute and deliver to Xxxxxxxx any power of attorney or other document requested by Xxxxxxxx in connection with any such Proceeding. With respect to Proceedings subject to the first sentence of this Section 6.1(a)6.1, no agent or employee of any member of the WPX Group shall provide any information (whether written or oral) to any Tax Authority except at the direction of Xxxxxxxx. (b) In the event of any Proceeding as a result of which WPX could reasonably be expected to become liable for any Spin Taxes pursuant to Section 5.1(b) and which Xxxxxxxx has the right to administer and control pursuant to Section 6.1(a) above (i) Xxxxxxxx shall consult with WPX reasonably in advance of taking any significant action in connection with such Proceeding, (ii) Xxxxxxxx shall offer WPX a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (iii) WPX shall have the right to participate in such Proceeding, (iv) Xxxxxxxx shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, and (iv) Xxxxxxxx shall provide WPX with copies of any written materials relating to such Proceeding received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken (including with respect to settlement or other disposition) in any such Proceeding shall be made in the sole discretion of Xxxxxxxx, except that any settlement that will result in liability to WPX shall be subject to the consent of WPX, which consent shall not be unreasonably delayed, denied or withheld.