Common use of Control Rights Clause in Contracts

Control Rights. The Tax Indemnifying Party shall control any Tax Claims using counsel of its own choosing. The Tax Indemnified Party may participate in such defense at its own expense. The Tax Indemnified Party shall provide the Tax Indemnifying Party with access to its records and personnel relating to any such Tax Claim during normal business hours and shall otherwise cooperate with the Tax Indemnifying Party in the defense or settlement thereof, and the Tax Indemnifying Party shall reimburse the Tax Indemnified Party for all of its reasonable out-of-pocket expenses in connection therewith. The Tax indemnifying Party shall provide the Tax Indemnified Party with access to its records and personnel relating to any such Tax Claim during normal business hours and shall otherwise cooperate with the Tax Indemnified Party, and the Tax Indemnified Party shall reimburse the Indemnifying Party for all of its reasonable out-of-pocket expenses in connection with such access.