Control Rights. The Controlling Party shall have the right to direct the Corridor Contract Administrator with respect to the exercise of any right under the Corridor Contract (such as the right to designate an Early Termination Date following an Event of Default (each such term as defined in the Corridor Contract). For purposes of this Agreement, the "
Control Rights. The Controlling Party shall have the right, but not the obligation, to direct the Cap Contract Administrator with respect to the exercise of any right under the Cap Contract (such as the right to designate an Early Termination Date following an Event of Default (each such term as defined in the Cap Contract). For purposes of this Agreement, the "
Control Rights. So long as no Event of Default shall have occurred and be continuing, and subject to the terms of the Transaction Documents and Article 11(g) hereof, each Seller shall retain the right to take all actions under the Transaction Documents and to retain all contact with the relevant Mortgagor.
Control Rights. The party responsible under this Agreement for filing the relevant Income Tax Return shall control any audits by, disputes with, and administrative, judicial or other proceedings by or against taxing authorities related thereto. Subject to the preceding sentence, in the event an adverse determination may result in each party having responsibility for any amount of Income Taxes under this Agreement, each party shall be entitled to fully participate in that portion of the proceedings relating to the Income Taxes with respect to which it may incur liability hereunder. For purposes of this Section 9(d), the term "participation" shall include (i) participation in conferences, meetings or proceedings with any tax authority, the subject matter of which includes an item for which such party may have liability hereunder, (ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a party may have liability hereunder and (iii) with respect to the matters described in clauses (i) and (ii), participation in the submission and determination of the content of the documentation, protests, memoranda of fact and law, briefs and the conduct of oral arguments and presentations.
Control Rights. So long as any Class A Note is outstanding, the Controlling Party shall have the power to exercise the voting, consent and control rights granted to the Class A Noteholders, except as set forth in Sections 9.1 and 9.2 hereof; provided, however, that after the occurrence and during the continuance of a Class A Insurer Default, all voting, consent or control rights of the Class A Insurer shall be suspended and the Backup Insurer shall be the Controlling Party. Upon the cure of a Class A Insurer Default, such voting, consent and control rights shall be reinstated and the Backup Insurer shall no longer be the Controlling Party. If the Backup Insurer is the Controlling Party, after the occurrence and during the continuance of a Backup Insurer Default, any voting, consent or control rights granted to the Backup Insurer shall be suspended. Upon the cure of any such Backup Insurer Default, the Backup Insurer's voting, consent and control rights shall be reinstated. [THIS SPACE LEFT INTENTIONALLY BLANK]
Control Rights. The Issuer shall not, and shall cause the Collateral Manager to not, and the Collateral Manager shall not, exercise any request, demand, instruction, authorization, direction, notice, consent, waiver or similar action (including in connection with a Permitted Offer) with respect to any material amendments, modifications, waivers or consents of any Collateral Obligation without the prior written consent of the Majority of the Controlling Class; provided, for the avoidance of doubt, without regard to the Reinvestment Criteria, the Collateral Manager, on behalf of the Issuer, may consent to solicitations by the issuer or obligor of a Collateral Obligation to extend the maturity of such Collateral Obligation unless the maturity would be extended to a date after the Stated Maturity of the Notes.
Control Rights. The Parties further agree that during the Term of the Agreement the Licensor is entitled to control the number of Workspace Users and Users actually using the Product by technical means. The Customer agrees that it will not overpass, block or encumber such technical means in order to prevent receiving the correct information about Workspace Users and Users. If the Licensor reveals an understatement of the Workspace Users and Users actually using the Product, and underpayment of fees, the Customer will immediately pay such amounts to the Licensor.
Control Rights. With respect to any examination, -------------- audit, contest, appeal or other proceeding relating to Taxes of the Company that could give rise to indemnification obligations of the Majority Stockholders hereunder, the Majority Stockholders' Representative shall have the right to control the contest and settlement of any such proceeding. Digital Angel and the Company shall cooperate with the Majority Stockholders' Representative and shall provide the Majority Stockholders' Representative with access to tax returns, books and records and other relevant information and shall execute any necessary powers of attorney relevant to the Majority Stockholders' Representative's authority hereunder. In the event that the Majority Stockholders' Representative elects not to control such contest and settlement, the Majority Stockholders' Representative shall have the right to participate in such contest and settlement and neither Digital Angel nor the Company shall settle any audit or proceeding without prior notice to the Majority Stockholders' Representative.
Control Rights. 4.1 The Company agrees that during the Term, it shall not take any actions or make any decisions regarding the operation or management of the Peru Project Companies outside of the ordinary course of business without the prior written notice to, and consent of, Global Operating. For purposes of this Section 4.1, Global Operating’s failure to respond to any such notice from the Company regarding the management or operations of one or both Peru Project Companies within three (3) Business Days of Global Operating’s receipt thereof shall be deemed to represent Global Operating’s consent to the matters described therein.
Control Rights. The Tax Indemnifying Party shall control any Tax Claims using counsel of its own choosing. The Tax Indemnified Party may participate in such defense at its own expense. The Tax Indemnified Party shall provide the Tax Indemnifying Party with access to its records and personnel relating to any such Tax Claim during normal business hours and shall otherwise cooperate with the Tax Indemnifying Party in the defense or settlement thereof, and the Tax Indemnifying Party shall reimburse the Tax Indemnified Party for all of its reasonable out-of-pocket expenses in connection therewith. The Tax indemnifying Party shall provide the Tax Indemnified Party with access to its records and personnel relating to any such Tax Claim during normal business hours and shall otherwise cooperate with the Tax Indemnified Party, and the Tax Indemnified Party shall reimburse the Indemnifying Party for all of its reasonable out-of-pocket expenses in connection with such access.
