Common use of Control of Separation Tax Proceedings Clause in Contracts

Control of Separation Tax Proceedings. JDSU shall have the exclusive right, in its sole discretion, to control, contest, and represent the interests of JDSU, any JDSU Affiliate, Holdings, and/or any Holdings Affiliate in any Audits relating to Separation 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. JDSU’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. Holdings may assume sole control of any Audits relating to Separation Taxes if it acknowledges in writing that it has sole liability for any Separation Taxes under Section 4.1(b) that might arise in such Audit and can demonstrate to the reasonable satisfaction of JDSU that it can satisfy its liability for any such Separation Taxes. If Holdings is unable to demonstrate to the reasonable satisfaction of JDSU that it will be able to satisfy its liability for such Separation Taxes, but acknowledges in writing that it has sole liability for any Separation Taxes under Section 4.1(b), Holdings and JDSU shall have joint control over the Audit.