Common use of Parent Assumption of Control Clause in Contracts

Parent Assumption of Control. The Company, in its sole discretion, may permit Parent to elect to assume control of a Company Tax Proceeding at Parent’s sole cost and expense; provided, however, that Parent shall have no obligation to elect to control any Company Tax Proceeding but, if Parent so elects, it will (i) be responsible for the payment of any liability arising from the disposition of such matter notwithstanding any other provision of this Agreement to the contrary and (ii) indemnify the Company Group for any increase in a liability and any reduction of a Tax asset of the Company Group arising from such matter.

Appears in 5 contracts

Samples: Tax Matters Agreement (Westinghouse Air Brake Technologies Corp), Tax Matters Agreement (Westinghouse Air Brake Technologies Corp), Tax Matters Agreement (Westinghouse Air Brake Technologies Corp)

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Parent Assumption of Control. The Company, in its sole discretion, may permit Parent to elect to assume control of a Company Tax Proceeding at Parent’s sole cost and expense; provided, however, that Parent shall have no obligation to elect to control any Company Tax Proceeding but, if Parent so elects, it will (i) be responsible for the payment of any liability arising from the disposition of such matter notwithstanding any other provision of this Agreement to the contrary and (ii) indemnify the Company Group for any increase in a liability and any reduction of a Tax asset of the Company Group arising from such matter.. 36 (d)

Appears in 1 contract

Samples: Tax Matters Agreement

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