Common use of Controlling Party Clause in Contracts

Controlling Party. Subject to the limitations set forth in Sections 5.3(b) and 5.3(c), each Preparer (or the appropriate member of its Group) shall be the Controlling Party with respect to any Tax Contest involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return for which such Company is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Section 3 of this Agreement, in which case any Non-Preparer that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.” Notwithstanding the immediately preceding sentence, if a Non-Preparer (x) acknowledges to the Preparer in writing its full liability under this Agreement to indemnify for any Tax, and (y) provides to the Preparer evidence (that is satisfactory to the Preparer as determined in the Preparer’s reasonable discretion) of the Non-Preparer’s financial readiness and capacity to make such indemnity payment, then thereafter with respect to the Tax Contest relating solely to such Tax the Non-Preparer shall be the Controlling Party (subject to Section 5.3(b)) and the Preparer shall be treated as the Non-Controlling Party.

Controlling Party. Subject to the limitations set forth in Sections 5.3(b) and 5.3(cSection 6.3(c), each Preparer (or the appropriate member of a Filer shall, at its Group) shall own cost and expense, be the Controlling Party with respect to any Tax Contest involving a Tax reported (or that, it is asserted, should have been reported) on a Tax Return for which such Company Party is responsible for preparing and filing (or causing to be prepared and filed) pursuant to Section 3 4.1 of this Agreement, in which case any Non-Preparer Filer that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.” Notwithstanding the immediately preceding sentencesentence but subject to Section 6.3(b), if a Non-Preparer Filer (x) acknowledges to the Preparer Filer in writing its full liability under this Agreement to make a payment or indemnify for any Tax, and (y) provides to the Preparer Filer evidence (that is satisfactory to the Preparer Filer as determined in the PreparerFiler’s reasonable discretion) of the Non-PreparerFiler’s financial readiness and capacity to make such indemnity payment, as applicable, then thereafter with respect to the Tax Contest relating solely to such Tax the Non-Preparer Filer shall be the Controlling Party (subject to Section 5.3(b6.3(c)) and the Preparer Filer shall be treated as the Non-Controlling Party.