Controlling Company Sample Clauses

Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”).

Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”). Notwithstanding the previous sentence: (i) In the case of any Tax Contest with respect to the Intended Tax Treatment or the tax treatment of any Separation Transaction, Remainco shall be the Controlling Company; provided, however, that if Spinco may reasonably be expected to become liable to make any indemnification payment under this Agreement in connection with the resolution of such Tax Contest, Spinco shall have the right to jointly control the Tax Contest to the extent relating to Taxes for which Spinco may reasonably be expected to indemnify under this Agreement, and Remainco shall not settle any such Tax Contest without the prior written consent of Spinco (not to be unreasonably withheld, conditioned or delayed) to the extent such settlement relates to Taxes for which Spinco may reasonably be expected to indemnify under this Agreement; and (ii) In the case of any Tax Contest related in whole or in part to a matter set forth on Exhibit E, Remainco shall be the Controlling Company for all purposes of this Agreement.

Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”); provided, however, with respect to any Tax Contest relating to a Pre-Distribution Period and Spinco with respect to which Remainco is the Controlling Company, Remainco at its election may direct Spinco to conduct all or part of such Tax Contest subject to the supervision and direction of Remainco at Remainco’s expense.

Controlling Company. In the case of any Tax Contest with respect to any Tax Return, the Company that would be primarily liable under this Agreement to pay the applicable Tax Authority the Taxes resulting from such Tax Contest shall administer and control such Tax Contest (the “Controlling Company”); provided that (i) with respect to any Tax Contest relating to a Pre-Distribution Period and the Spinco Group with respect to which Remainco is the Controlling Company, Remainco at its election may direct the applicable member of the Spinco Group to conduct all or part of such Tax Contest at Remainco’s expense and subject to the supervision and direction of Remainco and (ii) in no event shall (A) Remainco be entitled to control a Tax Contest that relates to a Merger Partner Consolidated Return or (B) Merger Partner be entitled to control a Tax Contest that relates to a Remainco Consolidated Return.

Controlling Company. In the case of any Tax Contest referred to in Section 8.01, the Party that would be primarily liable under this Agreement for the Taxes resulting from such Tax Contest (the “Controlling Company”) shall administer and control such Tax Contest; provided that (i) with respect to any Tax Contest relating to a Pre-Closing Period and the Spinco Group with respect to which Remainco is the Controlling Company, upon the consent of the applicable member of the Spinco Group, Remainco may appoint the applicable member of the Spinco Group to conduct all or part of such Tax Contest at Remainco’s expense (in which case, the applicable member of the Spinco Group shall be the Controlling Company with respect to such Tax Contest) and (ii) in no event shall (A) Remainco be entitled to control a Tax Contest that relates to a Buyer Consolidated Return or (B) Spinco, Merger Partner or Buyer be entitled to control a Tax Contest that relates to a Remainco Consolidated Return.