Controlling Party. Subject to the limitations set forth in Section 5.3(b), each Indemnifying Party (or the appropriate member of its Group) shall, at its own cost and expense, be the Controlling Party with respect to any Tax Contest involving a Tax for which such Company is the Indemnifying Party (it being understood, for the avoidance of doubt but subject to the other provisions of this Section 5.3(a), that RRD shall be the Controlling Party with respect to any Tax Contest involving Distribution Taxes), in which case any Indemnified Party that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.”
Appears in 6 contracts
Samples: Tax Disaffiliation Agreement, Tax Disaffiliation Agreement (Donnelley Financial Solutions, Inc.), Tax Disaffiliation Agreement (LSC Communications, Inc.)
Controlling Party. (i) Subject to the limitations set forth in Section 5.3(b), each Indemnifying Party (or the appropriate member of its Group) shall, at its own cost and expense, be the Controlling Party with respect to any Tax Contest involving a Tax for which such Company Party is the Indemnifying Party (it being understood, for the avoidance of doubt but subject to the other provisions of this Section 5.3(a)doubt, that RRD unless the Company shall agree to provide the indemnity set forth in Section 5.3(a)(ii) below, that AT&T shall be the Controlling Party with respect to any Tax Contest involving Distribution Taxes), in which case any Indemnified Party that could have liability under this Agreement for a Tax to which such Tax Contest relates shall be treated as the “Non-Controlling Party.”
Appears in 1 contract
Samples: Tax Matters Agreement (Vrio Corp.)
