Common use of Newco Control Clause in Contracts

Newco Control. Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Xxxxxxx Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Xxxxxxx Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes. Newco 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 Proceeding described in the preceding sentence; provided, however, that to the extent that any such Tax Proceeding is reasonably likely to give rise to an indemnity obligation of Xxxxxxx under Section 10 hereof, (i) Newco shall keep Xxxxxxx informed of all material developments and events relating to any such Tax Proceeding described in this proviso, (ii) at its own cost and expense, Xxxxxxx shall have the right to participate in (but not to control) the defense of any such Tax Proceeding, and (iii) Newco shall not settle or compromise any such contest without Xxxxxxx’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

Newco Control. Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Xxxxxxx Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Xxxxxxx Emerson Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes. Newco 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 Proceeding described in the preceding sentence; provided, however, that to the extent that any such Tax Proceeding is reasonably likely to give rise to an indemnity obligation of Xxxxxxx Emerson under Section 10 hereof, (i) Newco shall keep Xxxxxxx Emerson informed of all material developments and events relating to any such Tax Proceeding described in this proviso, (ii) at its own cost and expense, Xxxxxxx Emerson shall have the right to participate in (but not to control) the defense of any such Tax Proceeding, and (iii) Newco shall not settle or compromise any such contest without Xxxxxxx’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed).. (d) Pre-Closing Restructuring Taxes and Deferred Closing Taxes. Emerson shall have the right to control any Tax Proceeding relating to Pre-Closing Restructuring Taxes and Deferred Closing Taxes; provided, that Emerson shall keep Newco fully informed of all material developments and, other than with respect to any Tax Proceeding relating to any Pre-Closing Emerson Combined Return (which shall be governed by Section

Newco Control. Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Xxxxxxx Exxxxxx Contributed Subsidiary Non-Xxxxxxx Exxxxxx Group Tax Return and any Tax attributable to any Xxxxxxx Exxxxxx Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes. Newco 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 Proceeding described in the preceding sentence; provided, however, that to the extent that any such Tax Proceeding is reasonably likely to give rise to an indemnity obligation of Xxxxxxx Exxxxxx under Section 10 hereof, (i) Newco shall keep Xxxxxxx Exxxxxx informed of all material developments and events relating to any such Tax Proceeding described in this proviso, (ii) at its own cost and expense, Xxxxxxx Exxxxxx shall have the right to participate in (but not to control) the defense of any such Tax Proceeding, and (iii) Newco shall not settle or compromise any such contest without Xxxxxxx’x Exxxxxx’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed).

Newco Control. Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Xxxxxxx Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Xxxxxxx Emerson Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes. Newco 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 Proceeding described in the preceding sentence; provided, however, that to the extent that any such Tax Proceeding is reasonably likely to give rise to an indemnity obligation of Xxxxxxx Emerson under Section 10 hereof, (i) Newco shall keep Xxxxxxx Emerson informed of all material developments and events relating to any such Tax Proceeding described in this proviso, (ii) at its own cost and expense, Xxxxxxx Emerson shall have the right to participate in (but not to control) the defense of any such Tax Proceeding, and (iii) Newco shall not settle or compromise any such contest without Xxxxxxx’x prior written consent (which shall not be unreasonably withheld, conditioned or delayed).