Which Party Controls Sample Clauses

Which Party Controls. (i) The Sellers shall have the right to represent the Company and its Subsidiaries' interests in any tax audit or administrative or court proceeding relating to taxable years or periods ending on or before the Closing Date that include the income or operations of the Company and its Subsidiaries, and to employ counsel of its choice at its expense. The Purchaser shall be entitled to participate in the portion of any such audit or proceeding relating to the income or operations of the Company or its Subsidiaries (a "Pre-Closing Company Tax Audit") and employ counsel of its choice at its own expense. The Sellers shall keep the Purchaser informed of the status of material changes in the Pre-Closing Company Tax Audit, and shall provide the Purchaser with a reasonable opportunity to review and comment on any material written correspondence received or proposed to be delivered with respect to the tax position of the Company or any of its Subsidiaries in connection with any such Pre-Closing Company Tax Audit. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any such claim for Taxes that would adversely affect the liability for Taxes of the Purchaser, the Company or any of their respective Subsidiaries or Affiliates for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which consent may not be unreasonably withheld.
Sample 1
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Which Party Controls. (i) DuPont's Items. If such Tax Audit relates -------------- to any Taxes for which DuPont is liable hereunder, DuPont shall at its expense control the defense and settlement of such Tax Audit (including, without limitation, selection of counsel, determining whether to pursue or forego any and all administrative appeals, proceedings (whether judicial or administrative), hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest such Tax Audit in any permissible manner). In no case shall Buyer, the Transferred Business Companies or any of their Affiliates settle or otherwise compromise any Tax Audit referred to in the preceding sentence without DuPont's prior written consent. In addition, if a Tax Audit relates to a Tax of a Controlled Foreign Subsidiary for a Pre-Closing Tax Period and the Foreign Tax Threshold Amount has not been exceeded, DuPont shall have the right (but not the obligation) to control the defense and settlement of such Tax Audit, provided that DuPont agrees to be responsible for the Taxes assessed in such Tax Audit and any such Taxes shall not be applied to the Foreign Tax Threshold Amount.
Sample 1
Which Party Controls. Seller shall have the right to control any Tax Audit with respect to (a) any taxable period ending on or prior to the Scheduled Closing Date and (b) the Restructuring and shall have sole discretion as to whether and when to settle any such Tax Audit, including settlement by way of surrendering Group Relief where such claim for Taxes arises in respect of any Packaging Company subject to taxation in the United Kingdom or any other juris- diction. If the result of any Tax Audit relating to a Tax Return described in the preceding sentence could reasonably be expected to have an effect on the Tax liability of Purchaser, any of Purchaser's Affiliates or any of the Packaging Compa- xxxx for any taxable period ending after the Scheduled Closing Date, to the extent reasonably requested by Purchaser, Seller shall consult with Purchaser and keep Purchaser informed of the status of the Tax Audit; provided that, Seller shall have complete control over the conduct of such Tax Audit and sole discretion as to whether and when to settle any such Tax Audit. Purchaser shall have the right to control any Tax Audit with respect to any taxable period beginning after the Scheduled Closing Date and shall have sole discretion as to whether and when to settle any such Tax Audit. With respect to any Tax Audit relating to a Straddle Period (other than a Tax Audit relating to the Restructuring), Purchaser initially shall control such Tax Audit, provided, however, that: (A) Purchaser shall keep Seller informed of any discussion or negotiations in relation to such Tax Audit; (B) Purchaser shall provide Seller with copies of all documents, notices and correspondence received in relation to such Straddle Period and with details of any material discussions with the relevant Tax Authority; and (C) Purchaser shall, in relation to any matter with respect to which liability for Taxes would be wholly allocated to Seller hereunder, take such action in connection with such matter as Seller may reasonably and promptly request and, if so requested by Seller, Purchaser shall allow Seller to take over the control of such Tax Audit with respect to such matter, provided, however, that (x) Purchaser shall be kept fully informed of all matters occurring in the conduct thereof, and (y) no material communication, written or otherwise (and in particular no proposal for or consent to any settlement or compromise) shall be transmitted to the relevant Tax Authority without the same having been submitted to and...
Sample 1
Which Party Controls 
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Related to Which Party Controls

  • Access Controls The system providing access to PHI COUNTY discloses to 20 CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY 21 must use role based access controls for all user authentications, enforcing the principle of least privilege.

  • Audit Controls a. System Security Review. CONTRACTOR must ensure audit control mechanisms that record and examine system activity are in place. All systems processing and/or storing PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have at least an annual system risk assessment/security review which provides assurance that administrative, physical, and technical controls are functioning effectively and providing adequate levels of protection. Reviews should include vulnerability scanning tools.

  • Export Controls Both Parties will adhere to all applicable laws, regulations and rules relating to the export of technical data and will not export or re-export any technical data, any products received from the other Party or the direct product of such technical data to any proscribed country listed in such applicable laws, regulations and rules unless properly authorized.

  • Security Controls Annually, upon Fund’s reasonable request, DST shall provide Fund’s Chief Information Security Officer or his or her designee with a summary of its corporate information security policy and an opportunity to discuss DST’s information security measures, and a high level and non-confidential summary of any penetration testing related to the provision of in-scope services . DST shall review its Security Policy annually.

  • TIA Controls If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

  • Administrative Controls The Contractor must have the following controls in place: a. A documented security policy governing the secure use of its computer network and systems, and which defines sanctions that may be applied to Contractor staff for violating that policy. b. If the Data shared under this agreement is classified as Category 4, the Contractor must be aware of and compliant with the applicable legal or regulatory requirements for that Category 4 Data. c. If Confidential Information shared under this agreement is classified as Category 4, the Contractor must have a documented risk assessment for the system(s) housing the Category 4 Data.

  • 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.

  • Xxxxxxxx-Xxxxx; Disclosure Controls The Company is in compliance in all material respects with all of the provisions of the Xxxxxxxx-Xxxxx Act of 2002 which are applicable to it. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), and such disclosure controls and procedures are effective.

  • User IDs and Password Controls All users must be issued a unique user name for accessing DHCS PHI or PI. Username must be promptly disabled, deleted, or the password changed upon the transfer or termination of an employee with knowledge of the password, at maximum within 24 hours. Passwords are not to be shared. Passwords must be at least eight characters and must be a non-dictionary word. Passwords must not be stored in readable format on the computer. Passwords must be changed every 90 days, preferably every 60 days. Passwords must be changed if revealed or compromised. Passwords must be composed of characters from at least three of the following four groups from the standard keyboard: • Upper case letters (A-Z) • Lower case letters (a-z) • Arabic numerals (0-9) • Non-alphanumeric characters (punctuation symbols)

  • Indenture Controls If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

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