Parent Control Sample Clauses

Parent Control. Notwithstanding anything in this Agreement to the contrary, but subject to Section 16(c), Parent shall have the right to control any Tax Proceeding with respect to any Tax matters of (i) a Combined Group or any member of a Combined Group (as such), (ii) any member of the Parent Group and (iii) any member of the SpinCo Group relating solely to a Pre-Distribution Period (a “Parent Tax Proceeding”). Parent shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Parent Tax Proceeding; provided, however, that to the extent that any Parent Tax Proceeding is reasonably likely to give rise to an indemnity obligation of SpinCo or Acquiror under Section 12 hereof, materially increase the Taxes payable by or allocated to any member of the Acquiror Group pursuant to Section 4 or materially affect the Tax Attributes allocated to any member of the SpinCo Group pursuant to Section 6, (i) Parent shall keep Acquiror informed of all material developments and events relating to any such Parent Tax Proceeding, (ii) at its own cost and expense, Acquiror shall have the right to participate in (but not to control) the defense of any such Parent Tax Proceeding, and (iii) Parent shall not settle or compromise any such contest without Acquiror’s written consent, which consent may not be unreasonably withheld, conditioned or delayed. If the Parent Group acknowledges in writing that it is liable for the Taxes at issue in any Parent Tax Proceeding subject to the proviso in the previous sentence, the rights of Acquiror in such proviso shall not apply to such Parent Tax Proceeding to the extent such Parent Tax Proceeding relates to the Taxes that are the subject of such acknowledgment.
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Parent Control. Notwithstanding anything in this Agreement to the contrary but subject to Section 15(d), Parent shall have the right to control all matters relating to any Joint Tax Return, any Parent Separate Tax Return, and any Tax Return or any Tax Proceeding with respect to any Tax matters of a Combined Group or any member of a Combined Group (as such). Parent shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax matter described in the preceding sentence; provided, however, that to the extent that any Tax Proceeding relating to such a Tax matter is reasonably likely to give rise to an indemnity obligation of SpinCo under Section 11 hereof, (i) Parent shall keep SpinCo informed of all material developments and events relating to any such Tax Proceeding described in this proviso and (ii) at its own cost and expense, SpinCo shall have the right to participate in (but not to control) the defense of any such Tax Proceeding.
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Parent Control. Except as otherwise provided in this Section 9.02, Parent shall have the right to control any Tax Contest with respect to any member of the SpinCo Group to the extent related solely to any Post-Distribution Period (a “Parent Tax Contest”). Subject to Section 9.02(c) and (d), Parent shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any such Parent Tax Contest, including exclusive authority with respect to any settlement of such Tax liability.
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Parent Control. Notwithstanding anything in this Agreement to the contrary but subject to Section 15(d), Parent shall have the right to control all matters relating to any Tax Return, or any Tax Proceeding, with respect to any Tax matters of a Combined Group or any member of a Combined Group (as such). Parent shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax matter described in the preceding sentence; provided, however, that to the extent that any Tax Proceeding relating to such a Tax matter is reasonably likely to give rise to an indemnity obligation of Livent under Section 11 hereof, (i) Parent shall keep Livent informed of all material developments and events relating to any such Tax Proceeding described in this proviso and (ii) at its own cost and expense, Livent shall have the right to participate in (but not to control) the defense of any such Tax Proceeding.
Sample 1
Parent Control. TEI Bio shall provide to Parent prompt notice of any demands received by TEI Bio for appraisal of Common Shares under Section 262 of the DGCL, any withdrawal of any such demand and any other notice or instrument delivered to TEI Bio prior to the Effective Time related thereto, and Parent shall have the opportunity and right to direct all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, TEI Bio shall not make any payment with respect to, or settle or offer to settle, any such demands.
Sample 1
Parent Control. Parent shall have the right to control any Tax Proceeding with respect to SpinCo, or any member of the SpinCo Group, relating to one or more members of the SpinCo Group and to any Post-Distribution Period; provided, however, that to the extent any such matter may give rise to a claim for indemnity by SpinCo or Parent against the Company under Section 14(b) of this Agreement or, except as described in Section 17(d), relates to Structure Benefits allocated to the Company under Section 13(a), (i) Parent shall keep the Company informed of all material developments and events relating to such matters, (ii) at its own cost and expense, the Company shall have the right to participate in (but not to control) the defense of any such tax claim, and (iii) Parent shall not settle or compromise any such tax claim without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed).
Sample 1
Parent Control. For the avoidance of doubt, nothing contained in this Section 1.9 shall restrict Parent’s right to control the Surviving Corporation and its Subsidiaries in any respect, including the following: the hiring or termination of employees, consultants or other service providers; the license of content, technology or intellectual property; the entering into, modifying or terminating of agreements relating to distribution and exploitation of content, the offering or ceasing to offer particular products, services, lines of business, promotions, payment methods, or other aspects of Target’s current business or operations; the incurrence of expenses and requiring compliance with Parent’s and its Affiliates’ internal controls, corporate governance policies and procedures, legal and regulatory compliance standards (including with respect to any changes in Legal Requirements that may affect the websites and means of distribution utilized by the Surviving Corporation) and consumer data guidelines and privacy rules and regulations; or changes to the Surviving Corporation’s capital structure or debt structure; provided, however, that the Parties understand that the Escrow Participants shall be entitled to all rights and remedies available to such Escrow Participants at law or in equity in the event that Parent or any of its Affiliates breaches the covenants and agreements of Parent in this Section 1.9.
Sample 1
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Parent Control. TEI Med shall provide to Parent prompt notice of any demands received by TEI Med for appraisal of Common Shares under Section 262 of the DGCL, any withdrawal of any such demand and any other notice or instrument delivered to TEI Med prior to the Effective Time related thereto, and Parent shall have the opportunity and right to direct all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, TEI Med shall not make any payment with respect to, or settle or offer to settle, any such demands.
Sample 1

Related to Parent Control

  • RENT CONTROL If the amount of Rent or any other payment due under this Lease violates the terms of any governmental restrictions on such Rent or payment, then the Rent or payment due during the period of such restrictions shall be the maximum amount allowable under those restrictions. Upon termination of the restrictions, Landlord shall, to the extent it is legally permitted, recover from Tenant the difference between the amounts received during the period of the restrictions and the amounts Landlord would have received had there been no restrictions.

  • Input Control The possibility to subsequently verify and determine whether, and by whom, personal data was entered into, changed or removed from data processing systems must be ensured. • Definition of entry authorisation • Logging of logins

  • Budget Control Records of expenditures must be maintained for each Award by the cost categories of the approved Budget (including indirect costs that are charged to the Award), and actual expenditures are to be compared with Budgeted amounts at least quarterly.

  • No Control of the Company’s Business Nothing contained in this Agreement is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ operations.

  • Job Control Personal Data being processed on commission (i.e., Personal Data processed on a customer’s behalf) is processed solely in accordance with the Agreement and related instructions of the customer.

  • Agreement Controls In the event that any term of any of the Loan Documents other than this Agreement conflicts with any express term of this Agreement, the terms and provisions of this Agreement shall control to the extent of such conflict.

  • Cost Control The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.3.2.3 above.

  • Pest Control Upon award, the Contractor shall manage all insect, weed and pest problems (as defined by Chapter 482, F.S.). In addition, any damage caused by pests during the implementation of the pest control program shall be immediately corrected by replacement with healthy turf or plants at the Contractor's expense. Pest Control program shall include, at a minimum, the following: 1) The Contractor shall inspect the entire property, including turf areas, shrubs, trees (including palms), and plants on a weekly basis for any pest infestation. All infestations, including disease, weeds, fire ants or other pests, shall be treated immediately upon discovery and notification by Performance Administrator or the Contractor. The County Performance Administrator must be informed of infestations discovered and treatments applied via email within 24 hours and included on the Monthly Vendor Inspection Report. All applications of pesticides shall be properly labeled by placards. 2) Application must comply with manufacturer’s recommendations. Every chemical substance used must be on the list of chemical substances or have been submitted for inclusion on such list, as compiled by the Environmental Protection Agency (EPA) pursuant to the Toxic Substances Control Act and in compliance with all Federal, State, and local pesticide laws and ordinances. Materials and application shall meet all Federal Health and Safety Laws currently in effect. Safety Data Sheets (SDS) must be submitted in writing two (2) days prior to contract start date or before the use of a new approved chemical intended for use on this contract. All chemicals used must carry an EPA approved number. 3) Pest Control Services shall be performed according to Integrated Pest Management Strategies to control all insect, wee, and pest problems as defined by all sections under Chapter 482, Florida Statues including proper licensure whether by the Contractor or a sub- contractor to be supplied with pre-bid package.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Independent Contractor Relationship Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever.

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