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 Emerson Contributed Subsidiary Non-Emerson Group Tax Return and any Tax attributable to any Emerson Contributed Subsidiary that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring 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 Emerson under Section 10 hereof, (i) Newco shall keep 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, 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 ▇▇▇▇▇▇▇’▇ 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 Emerson E▇▇▇▇▇▇ Contributed Subsidiary Non-Emerson E▇▇▇▇▇▇ Group Tax Return and any Tax attributable to any Emerson E▇▇▇▇▇▇ Contributed Subsidiary that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring 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 Emerson E▇▇▇▇▇▇ under Section 10 hereof, (i) Newco shall keep Emerson E▇▇▇▇▇▇ informed of all material developments and events relating to any such Tax Proceeding described in this proviso, (ii) at its own cost and expense, Emerson E▇▇▇▇▇▇ 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 ▇E▇▇▇▇▇▇’▇ prior written consent (which shall not be unreasonably withheld, conditioned or delayed).