Common use of Control and Settlement Clause in Contracts

Control and Settlement. (a) RemainCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Return and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a RemainCo Prepared Pre-Spin/Straddle Mixed Return that could reasonably be expected to have a more than immaterial adverse effect on SpinCo or any SpinCo Member (including as a result of SpinCo’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)), (i) RemainCo shall not settle or otherwise resolve any such issue without the written consent of SpinCo, which consent shall not be unreasonably withheld; (ii) SpinCo shall provide RemainCo a written response to any notification by RemainCo of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo and SpinCo shall bear the costs relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit. (b) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Return and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Return that could reasonably be expected to have a more than immaterial adverse effect on RemainCo or any RemainCo Member, (i) SpinCo shall not settle or otherwise resolve any such issue without the written consent of RemainCo, which consent shall not be unreasonably withheld;

Control and Settlement. (a) RemainCo Parent shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice and at its own cost and expensecost; provided, however, that with respect to any issue arising on an Audit of a RemainCo Parent Prepared Pre-Spin/Straddle Mixed Tax Return that could reasonably be expected to may have a more than immaterial material adverse effect on SpinCo or any SpinCo Group Member (including as a result of SpinCo’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)Section 3.2), (i) RemainCo Parent shall not permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent settle or otherwise resolve any such issue without the written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo shall provide RemainCo Parent a written response to any notification by RemainCo Parent of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo Parent and SpinCo shall bear the their own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit). (b) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return filed pursuant to Section 2.1(b)(i), Section 2.1(b)(ii) and Section 2.1(b)(iii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return that could reasonably be expected to may have a more than immaterial material adverse effect on RemainCo Parent or any RemainCo MemberParent Group Member (including as a result of Parent’s indemnification obligations pursuant to Section 3.1), (i) SpinCo shall not permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo settle or otherwise resolve any such issue without the written consent of RemainCoParent, which consent shall not be unreasonably withheld;, conditioned or delayed; (ii) Parent shall provide SpinCo a written response to any notification by SpinCo of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if Parent fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of Parent and SpinCo shall bear its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes to the extent such Audit relates to a Parent Prepared Tax Return, shall be governed by Section 2.7.

Control and Settlement. (a) RemainCo Demand Media shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a RemainCo Prepared Pre-Spin/Straddle Mixed Section 2.3(a) Tax Return that could reasonably be expected to may have a more than immaterial material adverse effect on SpinCo Rightside or any SpinCo Rightside Member (including as a result of SpinCoRightside’s indemnification obligations pursuant to Sections 3.3(c)(i3.3(b)(i), 3.3(c)(ii)(B3.3(b)(ii)(B) and 3.3 (c)(iii)(Bb)(iii)(B)), (i) RemainCo Demand Media and Rightside shall not jointly control the conduct and resolution of such issue, and in no event shall either Demand Media or Rightside settle or otherwise resolve any such issue without the written consent of SpinCothe other, which consent shall not be unreasonably withheld; (ii) SpinCo Rightside shall provide RemainCo Demand Media a written response to any notification by RemainCo Demand Media of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo Rightside fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo Demand Media and SpinCo Rightside shall bear the its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit). (b) SpinCo Rightside shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return filed pursuant to Section 2.1(b)(i) and Section 2.1(b)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that . (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any issue arising on an payments between Demand Media and Rightside with respect to such Taxes to the extent such Audit of relates to a SpinCo Prepared Pre-Spin/Straddle Nonmixed Section 2.3(a) Tax Return that could reasonably and the Current Allocation Methodology applies, shall be expected to have a more than immaterial adverse effect on RemainCo or any RemainCo Member, (i) SpinCo shall not settle or otherwise resolve any such issue without the written consent of RemainCo, which consent shall not be unreasonably withheld;governed by Section 2.7.

Control and Settlement. (a) RemainCo Integra shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of an Integra Prepared Pre-Spin/Straddle Mixed Return that may have a significant adverse effect on Spinco or any Spinco Member (including as a result of Spinco’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)), Integra shall not settle or otherwise resolve any such issue without the written consent of Spinco, which consent shall not be unreasonably withheld. (b) Spinco shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(b)(i) and Section 2.1(b)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a RemainCo Spinco Prepared Pre-Spin/Straddle Mixed Nonmixed Return that could reasonably be expected to may have a more than immaterial significant adverse effect on SpinCo Integra or any SpinCo Integra Member (including as a result of SpinCoIntegra’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B3.3(c)(ii)(A) and 3.3 (c)(iii)(Bc)(iii)(A)), (i) RemainCo Spinco shall not settle or otherwise resolve any such issue without the written consent of SpinCoIntegra, which consent shall not be unreasonably withheld; . (iic) SpinCo shall provide RemainCo a written response to The payment of any notification by RemainCo of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo and SpinCo shall bear the costs relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of a Final Determination with respect to an Audit, as well as any payments between Integra and Spinco with respect to such Taxes to the Audit. (b) SpinCo shall have the right extent such Audit relates to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo an Integra Prepared Pre-Spin/Straddle Nonmixed Mixed Return and to employ counsel or other advisors of its choice at its own cost and expense; providedthe Current Allocation Methodology applies, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Return that could reasonably shall be expected to have a more than immaterial adverse effect on RemainCo or any RemainCo Member, (i) SpinCo shall not settle or otherwise resolve any such issue without the written consent of RemainCo, which consent shall not be unreasonably withheld;governed by Section 2.6.

Control and Settlement. (a) RemainCo Parent shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice and at its own cost and expensecost; provided, however, that with respect to any issue arising on an Audit of a RemainCo Parent Prepared Pre-Spin/Straddle Mixed Tax Return that could reasonably be expected to may have a more than immaterial an adverse effect on SpinCo or any SpinCo Member (including as a result of SpinCo’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)Section 3.2), (i) RemainCo Parent shall not permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent settle or otherwise resolve any such issue without the prior written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo shall provide RemainCo Parent a written response to any notification by RemainCo Parent of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day 10)-day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo Parent and SpinCo shall bear the their own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit). (b) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return filed pursuant to Section 2.1(b)(i), Section 2.1(b)(ii) and Section 2.1(b)(iii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return that could reasonably be expected to may have a more than immaterial an adverse effect on RemainCo Parent or any RemainCo MemberParent Member (including as a result of Parent’s indemnification obligations pursuant to Section 3.1), (i) SpinCo shall not permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo settle or otherwise resolve any such issue without the prior written consent of RemainCoParent, which consent shall not be unreasonably withheld;, conditioned or delayed, (ii) Parent shall provide SpinCo a written response to any notification by SpinCo of a proposed settlement within ten (10) days of its receipt of such notification, and (iii) if Parent fails to respond within such ten (10)-day period, it shall be deemed to have consented to the proposed settlement. Each of Parent and SpinCo shall bear its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes, shall be governed by Section 2.7(c).

Control and Settlement. (a) RemainCo Questar shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a RemainCo Prepared Pre-Spin/Straddle Mixed Section 2.3(a) Tax Return that could reasonably be expected to may have a more than immaterial material adverse effect affect on SpinCo QEP or any SpinCo QEP Member (including as a result of SpinCoQEP’s indemnification obligations pursuant to Sections 3.3(c)(i3.3(b)(i), 3.3(c)(ii)(B3.3(b)(ii)(B) and 3.3 (c)(iii)(Bb)(iii)(B)), (i) RemainCo Questar and QEP shall not jointly control the conduct and resolution of such issue, and in no event shall either Questar or QEP settle or otherwise resolve any such issue without the written consent of SpinCothe other, which consent shall not be unreasonably withheld; (ii) SpinCo QEP shall provide RemainCo Questar a written response to any notification by RemainCo Questar of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo QEP fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo Questar and SpinCo QEP shall bear the its own costs incurred in participating in any proceeding relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit). (b) SpinCo QEP shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return filed pursuant to Section 2.1(b)(i) and Section 2.1(b)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that . (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any issue arising on an payments between Questar and QEP with respect to such Taxes to the extent such Audit of relates to a SpinCo Prepared Pre-Spin/Straddle Nonmixed Section 2.3(a) Tax Return that could reasonably and the Current Allocation Methodology applies, shall be expected to have a more than immaterial adverse effect on RemainCo or any RemainCo Member, (i) SpinCo shall not settle or otherwise resolve any such issue without the written consent of RemainCo, which consent shall not be unreasonably withheld;governed by Section 2.7.

Control and Settlement. (a) RemainCo Parent shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Prepared Pre-Spin/Straddle Mixed Tax Return filed pursuant to ‎Section 2.1(a)(i) and ‎Section 2.1(a)(ii) and to employ counsel or other advisors of its choice and at its own cost and expensecost; provided, however, that with respect to any issue arising on an Audit of a RemainCo Parent Prepared Pre-Spin/Straddle Mixed Tax Return that could reasonably be expected to may have a more than immaterial an adverse effect on SpinCo or any SpinCo Member (including as a result of SpinCo’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)‎Section 3.2), (i) RemainCo Parent shall not permit SpinCo to participate in such Audit with respect to such issue, and in no event shall Parent settle or otherwise resolve any such issue without the prior written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned or delayed; (ii) SpinCo shall provide RemainCo Parent a written response to any notification by RemainCo Parent of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day 10)-day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo Parent and SpinCo shall bear the their own costs incurred in participating in any proceeding relating to any Audit under this Section ‎Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of the Audit). (b) SpinCo shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return filed pursuant to ‎Section 2.1(b)(i), ‎Section 2.1(b)(ii) and ‎Section 2.1(b)(iii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Tax Return that could reasonably be expected to may have a more than immaterial an adverse effect on RemainCo Parent or any RemainCo MemberParent Member (including as a result of Parent’s indemnification obligations pursuant to ‎Section 3.1), (i) SpinCo shall not permit Parent to participate in such Audit with respect to such issue, and in no event shall SpinCo settle or otherwise resolve any such issue without the prior written consent of RemainCoParent, which consent shall not be unreasonably withheld;, conditioned or delayed, (ii) Parent shall provide SpinCo a written response to any notification by SpinCo of a proposed settlement within ten (10) days of its receipt of such notification, and (iii) if Parent fails to respond within such ten (10)-day period, it shall be deemed to have consented to the proposed settlement. Each of Parent and SpinCo shall bear its own costs incurred in participating in any proceeding relating to any Audit under this ‎Section 6.2(b). (c) The payment of any Taxes as a result of a Final Determination with respect to an Audit, as well as any payments between Parent and SpinCo with respect to such Taxes, shall be governed by ‎Section 2.7(c).

Control and Settlement. (a) RemainCo Integra shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any RemainCo Tax Return filed pursuant to Section 2.1(a)(i) and Section 2.1(a)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of an Integra Prepared Pre-Spin/Straddle Mixed Return that may have a significant adverse effect on Spinco or any Spinco Member (including as a result of Spinco’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B) and 3.3 (c)(iii)(B)), Integra shall not settle or otherwise resolve any such issue without the written consent of Spinco, which consent shall not be unreasonably withheld. (b) Spinco shall have the right to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any Tax Return filed pursuant to Section 2.1(b)(i) and Section 2.1(b)(ii) and to employ counsel or other advisors of its choice at its own cost and expense; provided, however, that with respect to any issue arising on an Audit of a RemainCo Spinco Prepared Pre-Spin/Straddle Mixed Nonmixed Return that could reasonably be expected to may have a more than immaterial significant adverse effect on SpinCo Integra or any SpinCo Integra Member (including as a result of SpinCoIntegra’s indemnification obligations pursuant to Sections 3.3(c)(i), 3.3(c)(ii)(B3.3(c)(ii)(A) and 3.3 (c)(iii)(Bc)(iii)(A)), (i) RemainCo Spinco shall not settle or otherwise resolve any such issue without the written consent of SpinCoIntegra, which consent shall not be unreasonably withheld; . (iic) SpinCo shall provide RemainCo a written response to The payment of any notification by RemainCo of a proposed settlement within ten (10) days of its receipt of such notification; and (iii) if SpinCo fails to respond within such ten (10) day period, it shall be deemed to have consented to the proposed settlement. Each of RemainCo and SpinCo shall bear the costs relating to any Audit under this Section 6.2(a) in proportion to the amount of Taxes each of RemainCo and SpinCo will bear as a result of a Final Determination with respect to an Audit, as well as any payments between Integra and Spinco with respect to such Taxes to the Audit. (b) SpinCo shall have the right extent such Audit relates to control, and to represent the interests of all affected taxpayers in, any Audit relating, in whole or in part, to any SpinCo an Integra Prepared Pre-Spin/Straddle Nonmixed Mixed Return and to employ counsel or other advisors of its choice at its own cost and expense; providedthe Current Allocation Methodology applies, however, that with respect to any issue arising on an Audit of a SpinCo Prepared Pre-Spin/Straddle Nonmixed Return that could reasonably shall be expected to have a more than immaterial adverse effect on RemainCo or any RemainCo Member, (i) SpinCo shall not settle or otherwise resolve any such issue without the written consent of RemainCo, which consent shall not be unreasonably withheld;governed by Section 2.7.