Controlling Party definition
Examples of Controlling Party in a sentence
Each member of the Company Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Section 9.
Any information or documents the Controlling Party requires to prepare such Tax Returns under this Agreement shall be provided in such form as the Controlling Party reasonably requests and at or prior to the time reasonably specified by the Controlling Party so as to enable the Controlling Party to file such Tax Returns on a timely basis.
Each member of the SpinCo Group shall execute and deliver to the Company (or such member of the Company Group as the Company shall designate) any power of attorney or other similar document reasonably requested by the Company (or such designee) in connection with any Tax Contest (as to which the Company is the Controlling Party) described in this Section 9.
Except as provided in Section 9.02(b), the Controlling Party shall have the exclusive right, in its sole discretion and at its expense, to control, contest, and represent the interests of each member of the Company Group and/or the SpinCo Group, as applicable, in any Tax Contest relating to such Tax Return and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Contest.
At the request of a Controlling Party, the Non-Controlling Party shall provide to the Controlling Party any information about members of the Non-Controlling Party’s Group that the Controlling Party needs to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Controlling Party is responsible pursuant to Section 3.01 or 3.02 and to properly and timely file all such Tax Returns.