Common use of Control of Tax Proceedings Clause in Contracts

Control of Tax Proceedings. (i) IR shall control and, where necessary, Allegion shall procure that IR shall control, any Proceeding with respect to (A) Taxes for which IR is responsible pursuant to this Agreement and (B) Consolidated Taxes (including Consolidated Taxes that are Distribution Taxes) and, in each case, may, in its sole discretion, make all decisions taken in connection with such Proceeding. If any such Proceeding relates to Consolidated Taxes for which Allegion may be responsible pursuant to Section 2.1(b), Allegion may participate in such Proceeding at its own expense; provided that IR shall continue to control such Proceeding and may, in its sole discretion, make all decisions taken in connection with such Proceeding. (ii) Allegion shall control and, where necessary, IR shall procure that Allegion shall control, any Proceeding with respect to Taxes for which Allegion is responsible pursuant to this Agreement (including with respect to Canadian Distribution Taxes) other than those described in clause (i). If any Proceeding relates to Taxes with respect to which a member of the IR Group is legally allocated or assessed any income or Tax, or otherwise has any legal responsibility for any Tax related to such Tax Return (including as a result of such member’s being the parent entity of a fiscal or other consolidated group), then, notwithstanding that the Allegion Group may be obligated to indemnify the IR Group for such Taxes pursuant to this Agreement, IR may participate in such Proceeding at its own expense; provided that Allegion shall continue to control such Proceeding and may, in its sole discretion, make all decisions taken in connection with such Proceeding.

Control of Tax Proceedings. (i) IR shall control and, where necessary, Allegion shall procure that IR shall control, any Proceeding with respect to (A) Taxes for which IR it is responsible pursuant to this Agreement and (B) Consolidated Taxes (including Consolidated Taxes that are Distribution Taxes) and, in each case, may, in its sole discretion, make all decisions taken in connection with such Proceeding. If any such Proceeding relates to Consolidated Taxes for which Allegion may be responsible pursuant to Section 2.1(b), Allegion may participate in such Proceeding at its own expense; provided that IR shall continue to control such Proceeding and may, in its sole discretion, make all decisions taken in connection with such Proceeding. (ii) Allegion shall control and, where necessary, IR shall procure that Allegion shall control, any Proceeding with respect to Taxes for which Allegion it is responsible pursuant to this Agreement (including with respect to Canadian Distribution Taxes) other than those described in clause (i). If any Proceeding relates to Taxes with respect to which a member of the IR Group is legally allocated or assessed any income or Tax, or otherwise has any legal responsibility for any Tax related to such Tax Return (including as a result of such member’s being the parent entity of a fiscal or other consolidated group), then, notwithstanding that the Allegion Group may be obligated to indemnify the IR Group for such Taxes pursuant to this Agreement, IR may participate in such Proceeding at its own expense; provided that Allegion shall continue to control such Proceeding and may, in its sole discretion, make all decisions taken in connection with such Proceeding.