Common use of Contest Provisions Clause in Contracts

Contest Provisions. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of Buyer and Seller The Acquiror shall promptly notify the other Parent in writing upon receipt by the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect which might affect the Tax liabilities for which the Parent or any Affiliates of the Parent on the Closing Date (other than the Company or any Transferred Subsidiary) may be liable; provided, however, that a failure to do so shall not reduce the Parent’s liability under Section 7.03, except to the extent such failure adversely impacts the Parent’s ability to defend the audit or assessment. The Parent or its designee shall have the sole right to represent the Company’s and each Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which such other party the Parent (or any such Affiliates of the Parent on the Closing Date other party’s Affiliatesthan the Company or any Transferred Subsidiary) may be liable under this Agreement. Sellerliable, to settle such matters, and to employ counsel of its choice at its expense, except that Parent shall control not settle any such proceeding that would reasonably be expected to materially adversely affect the complete defense Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary without the prior written consent of Acquiror (such consent not to be unreasonably withheld or delayed). In the case of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Taxable periods ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer subject to the subsequent clauses of this sentence, the Acquiror shall be entitled, at its expense, have the right to participate represent the Company’s and each Transferred Subsidiary’s interests in any such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year such Taxable periods, but the Parent or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, designee shall be entitled to participate at its expense in any such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or attributable to the portion of any such Taxable period beginning ending on or before and ending after the Closing Date, if including the Closing Date is and, with the written consent of the Acquiror (such consent not to be unreasonably withheld or delayed) and at the Parent’s or its designee’s sole expense, the Parent or its designee may assume the control of such entire audit or proceeding, but, in such case, Parent shall not settle any such audit or proceeding that would reasonably be expected to materially adversely affect the 2009 calendar yearAcquiror, any of its Affiliates, the Company or any Transferred Subsidiary without the prior written consent of the Acquiror (such defense shall consent not to be governed by unreasonably withheld or delayed). None of the second sentence Acquiror, any of this Section 6.5(i); and if its Affiliates, the Company or any Transferred Subsidiary may settle any Tax claim for any Taxes for which the Parent (or any Affiliates of the Parent on the Closing Date is in other than the 2010 calendar yearCompany or any Transferred Subsidiary) may be liable, without the prior written consent of the Parent (such defense shall consent not to be governed by the third sentence of this Section 6.5(iunreasonably withheld or delayed).

Contest Provisions. Each of (a) Buyer and Seller shall promptly (and in any event within fifteen (15) Business Days) notify the other Seller in writing upon receipt by Buyer, any of its affiliates or any Company or any Company Subsidiary of notice of any pending or threatened Federal, state, local or foreign audits or assessments with respect relating to Taxes which may affect the Tax liabilities of any Company or any Company Subsidiary for which such other party (Seller would be required to indemnify Buyer pursuant to Section 7.1(a) hereof; provided, however, that no failure or delay in giving any such other party’s Affiliates) may be liable notice shall relieve Seller of its obligations under this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent the Companies' interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; providedprovided that with respect to any Company or Company Subsidiary for which Buyer and Seller have not made a valid election under Code Section 338(h)(10), howeverBuyer shall be given notice of, that if a and have the right to monitor all proceedings and to review in advance and comment on all submissions made by Seller in connection therewith. Notwithstanding the foregoing, Seller agrees not to take any position or enter into any agreement, settlement or compromise arrangement related to the treatment under the Code of any such audit insurance or proceeding would be reasonably likely to increase the Tax liability of Buyer annuity policies, plans, or contracts, any financial products and any similar related policies, contracts, plans or products, whether individual, group or otherwise issued, entered into or sold by Liberty Life, Liberty Bermuda or any Insurance Subsidiary that is inconsistent with the intended treatment under the Code of such polices, plans, contracts or products or take any other action that would affect their intended treatment under the Code without the consent of Buyer, which consent shall not be unreasonably withheld. (b) Seller shall be entitled to participate at its Affiliates own expense in the defense of any claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by Seller pursuant to Section 7.1(a) hereof and, (i) Buyer shall be entitledwith the written consent of Buyer, and at its sole expense, may assume the entire defense of such claim. None of Buyer, the Companies or the Company Subsidiaries may agree to participate in such audit settle any claim for Taxes for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by Seller under Section 7.1(b) Seller may not settle or compromise such audit or proceeding hereof without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any Pre-Closing Tax Period; provided, that failure to comply with respect this provision shall not affect Buyer’s right to Taxes for which indemnification under this Agreement except to the extent such other party (or failure materially impairs Seller’s ability to contest any such other partyTax liabilities. (ii) Seller shall have the sole right to represent the Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 8.2 and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Seller’s choice at its Seller’s expense; provided, however, that Seller shall have no right to represent the Company’s interests in any Tax audit or administrative or court proceeding unless (1) Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if any, chosen by Seller in connection therewith, and (2) that Seller agrees with Buyer that, as between Buyer and Seller, Seller shall be liable for any Losses or Expenses relating to Taxes for a settlement Pre-Closing Tax Period that result from such audit or compromise of proceeding; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding would proceeding. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller shall be reasonably likely entitled to increase settle, either administratively or after the Tax commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company or any of its Affiliates Affiliate thereof for a taxable any period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. withheld. (iii) Buyer shall, at its expense, control shall have the complete defense of sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities other than those for a taxable year or period beginning after the Closing Date; which Seller has exercised such right pursuant to paragraph (c)(ii) of this Section 8.2 and to employ counsel of Buyer’s choice at Buyer’s expense, provided, howeverthat Seller and its representatives shall be permitted, that if a settlement or compromise of at Seller’s expense, to be present at, and participate in, any such audit or proceeding would relating to Taxes arising or with respect to Pre-Closing Tax Periods, and, provided, further, that Buyer shall not be reasonably likely entitled to increase settle or compromise, either administratively or after the Tax liability commencement of Seller litigation, any such audit or any of its Affiliates for a taxable period proceeding relating to Taxes arising or portion thereof ending with respect to periods on or before the Closing Date, (i) Date without the prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. With Buyer shall have the sole right to defend the Company with respect to the defense of any issue, and settle or compromise any issue, arising in connection with any Tax audit or administrative or court proceeding relating to Taxes for a taxable year the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and to indemnify Seller and hold Seller harmless from any Losses or period beginning Expenses resulting from any such settlement or compromise. In such case, Buyer agrees to keep Seller reasonably informed of the progress of any such audit or proceeding. (iv) Nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or before and ending after the Closing Date, if the Closing Date is administrative or court proceeding. Any proceeding with respect to which Seller does not assume control in accordance with this Section 8.2(c) may be settled or compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Group Member’s right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Parent in ------------------ writing upon receipt by Buyer, any of its Affiliates or any Company of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Parent may be liable pursuant to this Section 8.2; provided, ----------- -------- that failure to give notice pursuant to this Section 8.2(c)(i) will have no ----------------- effect on the indemnification obligations under this AgreementSection 8.2(a), except to the -------------- extent such failure materially prejudices the party entitled to notice. Seller, at its expense, Parent shall control have the complete defense of sole right to represent each Company's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Parent may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 8.2, and shall to employ counsel or other advisors of its choice at its ----------- expense; provided, howeverthat without the prior written consent of Buyer, that if a settlement or compromise which -------- consent may be withheld in the sole discretion of Buyer, Parent may not settle any such audit claim if such settlement would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof periods beginning after the Closing DateDate or, (i) Buyer shall be entitledwith respect to any Straddle Period, at its expense, to participate in the portion of such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Straddle Period beginning after the Closing Date; provided, however-------- further, that if in no case shall Buyer withhold consent where Parent shall ------- indemnify Buyer, in a settlement manner (and amount) then determined by Buyer to be reasonably acceptable, for the increase in tax liability to Buyer resulting from such settlement. (ii) In the case of any pending or compromise of threatened federal, state, local or foreign Tax audits, examinations or assessments pertaining to a Straddle Period with respect to which Parent and Buyer both have liability pursuant to Section 8.2(a), Buyer shall have the sole right to represent each Company's -------------- interests in any such audit or proceeding would proceeding; provided, that Parent shall be reasonably likely --------- entitled to increase participate at its expense in such audit or proceeding, and, with the Tax liability written consent of Seller Buyer and at Parent's sole expense, may assume the entire control of such audit or proceeding (iii) None of Buyer, any of its Affiliates or any Company may settle any Tax claim for a taxable period or portion thereof ending on or before any Taxes for which Parent may be liable pursuant to Section ------- 8.2 (a) without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consentconsent of Parent, which consent shall not may be unreasonably ------ withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar yearsole discretion of Parent, provided, that in no case shall -------- Parent withhold consent where Buyer shall indemnify Parent, in a manner then determined by Parent to be reasonably acceptable, for the increase in Tax liability to Parent resulting from such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Visant in writing upon receipt by Buyer or any of its Affiliates or ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes which may materially affect the Tax Liabilities of ▇▇▇ ▇▇▇▇▇▇▇▇ or any of the Transferred Subsidiaries for which Visant would be required to indemnify Buyer pursuant to Section 5.15(a), provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent Visant has been materially prejudiced as a result of such other party (failure. Visant shall have the right to represent ▇▇▇ ▇▇▇▇▇▇▇▇ or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control of the complete defense of Transferred Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverVisant shall not be entitled to settle, that if a settlement either administratively or compromise after the commencement of litigation, any such audit or proceeding claim for Taxes which would be reasonably likely adversely affect the liability for Taxes attributable to increase the Tax liability of Buyer ▇▇▇ ▇▇▇▇▇▇▇▇ or any of its Affiliates the Transferred Subsidiaries for a taxable any period or portion thereof beginning after the Closing DateDate to any extent (including the imposition of income Tax deficiencies, (ithe reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without the prior written consent of Buyer’s written consent, which . Such consent shall not be unreasonably withheld or delayed. withheld, and shall not be necessary to the extent that Visant has indemnified Buyer shall, at its expense, control against the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise effects of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and Seller shall promptly notify (i) In the other in writing upon receipt of event any Buyer, any Target Company or any Target Subsidiary receives notice of any pending or threatened audits Tax audit, assessment or assessments with respect to other dispute concerning any Taxes for which such other party (Taxes any Seller or Seller Parent is required to provide indemnification pursuant to the indemnification provisions of this Article XI or any Taxes allocable to any Pre-Closing Period (any such audit, assessment or other party’s Affiliatesdispute, a “Contest”), Buyers’ Parent shall notify Sellers’ Representative promptly of such Contest pursuant to a Notice of Claim; provided, however, that failure of Buyers’ Parent to comply with this provision shall not affect Buyers’ right to indemnification pursuant to this Article XI unless such failure materially adversely affects the ability of such Seller to challenge such Contest. (ii) may be liable under this Agreement. Seller, at its expense, Sellers’ Representative shall control any Contest that relates to any Pre-Closing Tax Period (other than the complete defense pre-Closing portion of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingStraddle Period) , and shall be entitled to employ counsel of its choice at Sellers’ Representative’s expense; provided, however, that Sellers’ Representative shall keep Buyers’ Parent reasonably informed of the details and status of such Contest and at Buyers’ Parent’s request from time to time shall consult with Buyers’ Parent as to the conduct of and strategy for such Contest, and, at Buyers’ Parent’s expense, provide Buyers’ Parent with copies of all written material correspondence regarding such Contest; and provided further that Sellers’ Representative shall not compromise, resolve or other advisors settle, either administratively or after the commencement of litigation, any such Contest in a manner that would result in liability of a Buyers’ Indemnified Party for a Tax for which such Buyers’ Indemnified Party is not entitled to receive indemnification under this Article XI, without the prior written consent of Buyers’ Parent (such consent not to be unreasonably withheld, conditioned or delayed). If Sellers’ Representative fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Buyers’ Parent of notice of such Contest, Buyers’ Parent shall have the right to assume control of such Contest; provided, however, that (1) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Buyers’ Parent shall keep Sellers’ Representative reasonably informed of the details and status of such Contest and at Sellers’ Representative’s request from time to time shall consult with Sellers’ Representative as to the conduct of and strategy for such Contest and, at Sellers’ Representative’s expense, provide Sellers’ Representative with copies of all written material correspondence regarding such Contest; provided further that Buyers’ Parent shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. (iii) Buyers’ Parent shall control any Contest that relates to any Straddle Period and shall be entitled to employ counsel of its choice at its expense; provided, howeverthat, that if a settlement to the extent such Contest concerns Taxes for which any Seller or compromise Sellers’ Parent is required to provide indemnification pursuant to the indemnification provisions of any such audit this Article XI or proceeding would reasonably be reasonably likely expected to increase the Tax liability Pre-Closing Taxes that Sellers are obligated to pay pursuant to this Agreement, (x) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest; and (y) Buyers’ Parent shall keep Sellers’ Representative reasonably informed of Buyer the details and status of such Contest and at Sellers’ Representative’s request from time to time shall consult with Sellers’ Representative as to the conduct of and strategy for such Contest and, at Sellers’ Representative’s expense, provide Sellers’ Representative with copies of all written material correspondence regarding such Contest. Notwithstanding the foregoing, Buyers’ Parent shall not be entitled to compromise, resolve or any of its Affiliates for a taxable period settle, either administratively or portion thereof beginning after the Closing Datecommencement of litigation, (i) Buyer shall be entitled, at its expense, to participate any such Contest in such audit or proceeding, and (ii) a manner that would increase the liability for Taxes of any Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be required to the extent that Buyers’ Parent or a Buyer directly pays such additional amounts owed by the other party, if any, and agrees in writing with the other party not to seek indemnity from the other party against the effects of such settlement. If Buyers’ Parent fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Sellers’ Representative of notice of such Contest, Sellers’ Representative shall have the right to assume control of such Contest; provided, however, that (1) Buyers’ Parent shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Sellers’ Representative shall keep Buyers’ Parent reasonably informed of the details and status of such Contest and at Buyers’ Parent’s request from time to time shall consult with Buyers’ Parent as to the conduct of and strategy for such Contest; provided further that Sellers’ Representative shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of Buyers’ Parent, such consent not to be unreasonably withheld withheld, conditioned or delayed. With respect to . (iv) To the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after extent that it conflicts with Section 11.3(b), the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence provisions of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense 11.7(e) shall be governed by the third sentence of this Section 6.5(i)control with respect to all Contests.

Contest Provisions. Each of Buyer and Seller (a) Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its Affiliates or the Company of notice of any pending or threatened audits or assessments with respect to Taxes Tax Contest that may affect the Tax liabilities of the Company for which such other party (Seller or any such other partyUSA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s Affiliates) may be liable failure so to notify Seller shall not limit Purchaser’s rights under this Agreement. Seller, at its expense, Article 8 except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall control have the complete defense of right to represent the Company’s interests in any Tax audit Contests relating solely to taxable years or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, and to employ counsel of their choice at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including responding to information or document requests reasonable fees for outside attorneys and managing other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained herein, none of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall employ counsel be entitled to settle, either administratively or other advisors after the commencement of its choice at its expense; providedlitigation, however, any claim for Taxes that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability subject of Buyer indemnification by Seller or any USA Holdco under Section 8.1(a) without the prior written consent of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, Seller and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentUSA Holdco, which consent shall not be unreasonably withheld withheld, delayed or delayed. Buyer shallconditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, at its expenseincluding reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), control provided that no Party shall be required to concede the complete defense amount of any Tax audit or administrative or court proceeding relating for which such Party is liable in order to mitigate the Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)another Party.

Contest Provisions. Each of Buyer (i) Parent and Seller the Surviving Company shall promptly notify the other Stockholders’ Representative in writing upon receipt by Parent, the Surviving Company or any of their Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect which may affect the Tax liabilities of the Surviving Company for which any Company Indemnitor may be required to indemnify Parent pursuant to this Agreement (each, a “Tax Claim”). The Stockholders’ Representative shall have the right to represent the Surviving Company interests in and manage any Tax Claim that relates solely to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending periods that end on or before prior to the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely in order to increase assume the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, defense: (i) Buyer the Stockholders’ Representative must provide such written notice within ten (10) days after Parent giving notice of the assertion of any claim, or the commencement of any Tax Claim subject to this Section 5.9(b)(i), (ii) the defense of such Tax Claim can be conducted separately from the defense of any claim, suit, action or proceedings not subject to this Section 5.9(b)(i), (iii) the Pre-Closing Taxes which respect to which the Tax Claim relates must be less than the amount remaining in the Escrow Fund (or any Aggregate Milestone Merger Consideration that has been earned but not yet paid), less any other unresolved Asserted Damages Amount, (iv) the Stockholders’ Representative must select counsel that is reasonably acceptable to Parent, (v) the Stockholders’ Representative shall be entitled, at its expense, thereafter consult with Parent upon Parent’s reasonable request for such consultation from time to participate in time with respect to such audit or proceedingTax Claim, and (iivi) Seller may not settle or compromise such audit or proceeding the Stockholders’ Representative shall not, without BuyerParent’s prior written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall), at its expense, control the complete defense of agree to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and settlement. (ii) Buyer may With respect to any Tax Claim that the Stockholders’ Representative does not settle or compromise cannot elect to control pursuant to the preceding sentence, Parent shall have the right to control such audit or proceeding Tax Claim, including the defense and settlement thereof; provided that Parent shall thereafter consult with the Stockholders’ Representative upon the Stockholders’ Representative’s reasonable request from such time to time with respect to such Tax Claim to the extent it relates to Pre-Closing Taxes, and Parent shall not, without Sellerthe Stockholders’ Representative’s prior written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed. With ) agree to any settlement with respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Pre-Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Taxes.

Contest Provisions. Each of Buyer and Seller shall promptly notify After the other Closing Date, in writing upon receipt of notice the case of any pending audit, examination, claim or threatened audits or assessments other proceeding (“Proceeding”) with respect to Taxes for which such other party (Aon is or any such other party’s Affiliates) may be liable under or entitled to a refund pursuant to this Agreement. Seller, at its expense, Buyer shall control the complete defense promptly inform Aon of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingProceeding, and shall employ counsel afford Aon, at Aon’s expense, the opportunity to control the conduct of such Proceedings and initiate any claim for refund, file any amended return or take any other advisors of its choice at its expenseaction which Aon deems appropriate with respect to such Taxes; provided, however, that if Aon chooses to control such Proceeding and such Proceeding is reasonably expected to affect Taxes for which Buyer is liable, Buyer shall be entitled to participate at its expense. Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Aon to take all actions desired by Aon with respect to such Proceeding to the extent such Proceeding may affect the amount of taxes for which Aon is liable or entitled to a settlement refund pursuant to this Agreement. Any Proceeding with respect to Taxes for a period which includes but does not end on the Closing Date shall be controlled by Buyer, but Aon shall be entitled to participate at its expense. Notwithstanding any provision of this Section 8.1 to the contrary, Aon shall not settle any Proceeding, initiate any claim for refund or compromise file any amended Tax Return without the prior written consent of any Buyer, which consent shall not be unreasonably withheld, if, as result of such audit Proceeding, claim for refund or proceeding would be reasonably likely to increase amended Tax Return, the Tax liability of Taxes payable by Buyer or any of its Affiliates the Company for a taxable period for which Aon is not obligated to indemnify Buyer or portion thereof beginning after the Closing Datecompany pursuant to this Section 8.1 would likely be increased. Notwithstanding any provision of this Section 8.1 to the contrary, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle any Proceeding, initiate any claim for refund or compromise such audit or proceeding file any amended return without Buyer’s the prior written consentconsent of Aon, which consent shall not be unreasonably withheld if, as a result of such Proceeding, claim for refund or delayed. Buyer shallamended Tax Return, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year which Aon is obligated to indemnify Buyer or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely company pursuant to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall 8.1 would likely be governed by the third sentence of this Section 6.5(i)increased.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other ECA in writing upon receipt by Buyer, any of its Affiliates or Mountaineer of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Mountaineer for which such other party (or ECA would be required to indemnify Buyer pursuant to Section 11.02(a)(i), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. ECA shall have the sole right to represent Mountaineer's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverECA shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or Mountaineer for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise ECA has indemnified the Buyer against the effects of any such audit or proceeding would settlement. ECA shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by ECA pursuant to Section 11.02(a)(i) and, (i) Buyer shall be entitledwith the written consent of Buyer, and at its sole expense, may assume the entire defense of such tax claim. Neither Buyer nor Mountaineer may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by ECA under Section 11.02(a)(i) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of ECA, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which may affect any Tax liability for which Seller is liable pursuant to Section 5.7 or Section 8.2(a), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder except to the extent such other party (or failure impairs Seller's ability to contest any such other party’s Affiliates) may be liable under Tax liabilities. Except as otherwise provided in this Agreement. Sellerparagraph, at its expense, Seller shall control have the complete defense of sole right to represent each Company's interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date (and any audit or proceeding relating to the determination of the Closing NOL Carryovers), and to employ counsel of its choice at its expense. Seller shall keep Buyer reasonably informed as to any material change or development in the status of any such audit or proceeding to the extent such change or development would reasonably be expected to have a material effect on the Taxes of the Companies, or any Affiliate thereof, for a any period after the Closing Date. Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of either Company for any taxable year or period ending on or before the Closing Date, including responding Date (and any proceeding relating to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors the determination of its choice at its expensethe Closing NOL Carryovers); provided, however, that if a settlement or compromise of Seller shall not settle any such audit or proceeding claim for Taxes which would be reasonably likely to increase have an adverse effect on the Tax liability of Buyer Companies, or any of its Affiliates Affiliate thereof, for a taxable period or portion thereof beginning periods after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayedand shall not be withheld, in any event, if Seller has indemnified Buyer against the effects of any such settlement. Buyer shallIn the case of any Straddle Period, Seller shall be entitled to participate at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of Buyer, that if a settlement or compromise and at Seller's sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase the Tax liability proceeding. None of Seller or Buyer, any of its Affiliates for a taxable period or portion thereof ending on either of the Companies may agree to settle any Tax claim which may be the subject of indemnification by Seller under Section 5.7 or before paragraph (a) of this Section 8.2 without the Closing Date, (i) prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Seller.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Newpark in writing upon receipt by Purchaser, any of its Affiliates or the Transferred Entities of notice of any pending pending, proposed, threatened or threatened audits actual Tax audit or assessments with respect to Tax deficiency, assessment or other claim which may affect the Taxes for which such other party (any Pre-Closing Period or any such other party’s Affiliates) may Straddle Period for which Newpark would be liable under this Agreementpursuant to Section 7.1(a). SellerNewpark shall promptly notify Purchaser in writing upon receipt by Newpark, at its expenseNewpark Texas or any of their Affiliates of notice of any pending, proposed, threatened or actual Tax audit or Tax deficiency, assessment or other claim which may affect the Taxes for any Straddle Period for which Purchaser would be liable pursuant to Section 7.1(b). Newpark shall have the sole right to control the complete defense of in any Tax audit or administrative or court proceeding (a “Tax Contest”) relating to Taxes for a taxable year or period ending on or before the any Pre-Closing Date, including responding Period and to information or document requests and managing any such audit or proceeding, and shall employ counsel or and other advisors of its choice at its expense; provided, however, provided that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of Purchaser (together with its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (icounsel and other advisors) Buyer shall be entitled, at its expensesole cost, to participate in (but not control) any proceeding relating to any such Pre-Closing Period. In the event Newpark shall have the right to control any such Tax Contest, Purchaser shall, upon request of Newpark, execute any such document and take such other action as may be reasonably requested by Newpark to obtain an extension of the period during which the taxable year or period to which such Tax Contest relates remains subject to further audit or proceedingexamination. In the event of any Tax Contest relating to a Straddle Period of the Transferred Entities, (i) to the extent the issues can be separated into those for which Newpark would be liable under Section 7.1(a) and those for which Purchaser would be liable under Section 7.1(b), then each of Newpark, on the one hand, and Purchaser, on the other, shall control the defense of those issues for which it would be liable, employing counsel and other advisors of its own choice, at its expense, (ii) Seller with respect to all other issues, Purchaser shall be entitled to control the defense employing counsel and other advisors of its choice at its expense, provided that Newpark (along with counsel and other advisors of its choice) shall be entitled to participate in the defense of and to take over such defense if Purchaser is not prosecuting the defense diligently, vigorously and professionally. Neither Purchaser nor the Transferred Entities may not agree to settle any Tax claim which may affect the Taxes for which Newpark or compromise such audit or proceeding its Affiliates would be liable under Section 7.1(a) without Buyer’s the prior written consentconsent of Newpark, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shallFurther, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or neither Newpark nor any of its Affiliates may agree to settle any Tax claim which may affect the Taxes for a taxable period which Purchaser or portion thereof ending on or before the Closing Date, (iTransferred Entities would be liable under Section 7.1(b) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of Purchaser, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Notwithstanding Section 9.5: (i) Each of Buyer and Seller party shall promptly notify the other party in writing upon receipt by such party or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations, claims or assessments with respect to Taxes the Purchased Assets (a “Tax Claim”) for which such other party is entitled to seek, or is seeking or intends to seek, indemnification pursuant to Article IX. (or any such other party’s AffiliatesA) may be liable under this Agreement. Seller, at its expense, Seller shall have the sole right to control the complete defense of any Tax audit Claim or administrative or court proceeding relating to income Taxes with respect to the Purchased Assets for a Pre-Closing Tax Period and to employ counsel of its own choice for such purpose and (B) Seller shall have the sole right to control any Tax Claim or administrative or court proceeding relating to non-income Taxes with respect to the Purchased Assets (the “Non-Income Taxes”) for a Pre-Closing Tax Period (other than a Straddle Period) and to employ counsel of its own choice for such purpose. Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Non-Income Taxes for any Pre-Closing Tax Period (other than a taxable year or Straddle Period) except that the prior consent of Buyer (which shall not be unreasonably withheld) is required of a settlement that negatively and materially affects Buyer with respect to a tax period ending on or before after the Closing Date. In the case of any Straddle Period, including responding Seller shall be entitled to information participate at its expense in or document requests with respect to any Non-Income Tax Claim or administrative or court proceeding relating (in whole or in part) to Non-Income Taxes attributable to the portion of such Straddle Period ending after the Closing Date and, with Buyer’s consent and managing any at Seller’s sole expense, may assume the entire control of such audit or proceeding. From and after the Closing, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability none of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit compromise, or proceeding agree to settle or compromise, any Tax Claim relating to Non-Income Taxes relating to a Pre-Closing Tax Period without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller TriZetto shall promptly notify the other IMS in writing upon receipt by TriZetto, any of its affiliates or Erisco of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Erisco for which IMS would be required to indemnify TriZetto pursuant to Section 8.1(a), PROVIDED that failure to comply with this provision shall not affect TriZetto's right to indemnification hereunder, except to the extent that IMS is prejudiced by such other party (or failure. IMS shall have the sole right to represent Erisco's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverIMS shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of TriZetto or Erisco for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of TriZetto. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise IMS has indemnified TriZetto against the effects of any such audit or proceeding would settlement. IMS shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by IMS pursuant to Section 8.1(a) and, (i) Buyer shall be entitledwith the written consent of TriZetto, and at its sole expense, may assume the entire defense of such tax claim. Neither TriZetto nor Erisco may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by IMS under Section 8.1(a) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of IMS, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer Subject to the cooperation provisions in Section 4.2 and Seller Article V hereof and to this Section 4.3, Torchmark shall promptly notify have full responsibility and discretion in the other in writing upon receipt of notice handling of any pending or threatened audits or assessments Tax controversy with respect to Taxes any Tax Return which Torchmark is required to file or cause to be filed hereunder, including, without limitation, an audit, a protest to the Appeals Division of the IRS, other administrative appeals, and litigation in Tax Court or any other court of competent jurisdiction (a "Tax Controversy"). In the event a Tax Controversy involves items that could give rise to a payment of Tax for which such other party (or any such other party’s Affiliates) may WRFI would be liable under this Agreement. Sellerhereunder or otherwise or a refund of Tax for which WRFI would be entitled hereunder or otherwise (a "WRFI Item") and also involves items that could give rise to a payment of Tax for which Torchmark would be liable or a refund of Tax for which Torchmark would be entitled hereunder or otherwise (a "Torchmark Item"), at its expense, then Torchmark shall control advise and consult with WRFI with respect to such Tax Controversy and any proposed settlement thereof which affects the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingWRFI Items, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding any WRFI Item without Buyer’s written consent, WRFI's consent (which consent shall may not be unreasonably withheld or delayedwithheld). Buyer shallWRFI and its representatives, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its WRFI's expense, shall be entitled to participate in such proceedingsall conferences, meetings, or proceedings with any Tax Authority, the subject matter of which includes or affects any WRFI Item, and (ii) Buyer may not settle shall be entitled to participate in all appearances before any court, the subject matter of which includes or compromise such audit affects any WRFI Item. The right of WRFI to participate shall include, without limitation, discretion to control the content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or proceeding without Seller’s written consentpresentations, which consent shall not be unreasonably withheld or delayed. With the selection of witnesses, and the negotiation of stipulations of fact with respect to the defense of any WRFI Items. In the event a Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning Controversy involves only WRFI Items, and has no affect on or before Torchmark Items, then upon request by WRFI, WRFI shall have full responsibility and ending after the Closing Date, if the Closing Date is discretion in the 2009 calendar yearhandling, at WRFI's expense, of such defense shall be governed by the second sentence of this Tax Controversy with Torchmark's cooperation as set forth in Section 6.5(i); 4.2 and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Article V hereof.

Contest Provisions. Each of Buyer and Seller (i) Newco shall promptly notify the other Cargill in writing upon receipt by Newco, any of its Affiliates or, after the Effective Date, any Contributed Subsidiary or any Subsidiary thereof of notice of any pending or threatened federal, state, local or foreign tax audits or assessments with respect to Taxes for which such other party (may materially affect the tax liabilities of any Contributed Subsidiary or any such other party’s AffiliatesSubsidiary thereof for any period beginning prior to the Effective Date. (ii) may be liable under this Agreement. Seller, at its expense, Cargill shall control have the complete defense sole right to represent the interests of each Contributed Subsidiary and each Subsidiary thereof in any Tax tax audit or administrative or court proceeding relating solely to Taxes tax liabilities for a taxable year which Cargill would be required to indemnify the Newco Indemnitees pursuant to paragraph (a) of this Section 9.24 and to employ counsel of Cargill’s choice at Cargill’s expense. Except for an audit or period ending on or before the Closing Dateproceeding relating to Cargill Retained Taxes, including responding Newco and its representatives shall be permitted, at Newco’s expense, to information or document requests be present at, and managing participate in, any such audit or proceeding to the extent related to a Contributed Subsidiary or any Subsidiary thereof. Nothing herein shall be construed to impose on Newco or any officer, employee or agent thereof any obligation to defend any Contributed Subsidiary or any Subsidiary thereof in any such tax audit or administrative or court proceeding. Except for an audit or proceeding relating to Cargill Retained Taxes, Cargill shall not settle, either administratively or after the commencement of litigation, any claim for taxes which would adversely affect the liability for taxes of any Contributed Subsidiary or any Subsidiary thereof for any period after the Effective Date without the prior written consent of Newco, which consent shall not be unreasonably withheld. (iii) Newco shall have the sole right to represent the interests of each Contributed Subsidiary and shall each Subsidiary thereof in any tax audit or administrative or court proceeding relating solely to tax liabilities for which Cargill would not be required to indemnify the Newco Indemnitees pursuant to paragraph (a) of this Section 9.24 and to employ counsel or other advisors of its Newco’s choice at its Newco’s expense; provided, however, that if no court proceeding may be brought in the corporate name of Cargill or a settlement or compromise Subsidiary of Cargill as in effect prior to the change in corporate name required by Section 9.18 without the prior written consent of Cargill in its sole and absolute discretion. Cargill and its representatives shall be permitted, at Cargill’s expense, to be present at, and participate in, any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates proceeding. (iv) Except for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such an audit or proceeding without Buyer’s written consentrelating to Cargill Retained Taxes, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of with respect to any Tax tax audit or administrative or court proceeding relating which jointly relates to Taxes Cargill and a Contributed Subsidiary or Subsidiary thereof for a taxable year periods beginning prior to the Effective Time, Cargill and Newco shall try to separate the proceedings into two proceedings, one solely regarding Cargill and one solely regarding the Contributed Subsidiary or period beginning after Subsidiary thereof. To the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely extent Cargill and Newco are able to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in separate such proceedings, and (ii) Buyer may not settle or compromise such audit or the proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense solely regarding Cargill shall be governed by the second sentence provisions of paragraph (c)(ii) of this Section 6.5(i); 9.24, and if the Closing Date is in proceeding solely regarding the 2010 calendar year, such defense Contributed Subsidiary or Subsidiary thereof shall be governed by the third sentence paragraph (c)(iii) of this Section 6.5(i)9.24. To the extent that Cargill and Newco are not able to separate such proceedings, Cargill and Newco shall cooperate with each other so that the contest of tax liabilities for which Cargill is responsible under paragraph (a)(i) of this Section 9.24 is governed to the greatest extent possible by paragraph (c)(ii) of this Section 9.24 and the contest of tax liabilities for which Newco is responsible under paragraph (a)(ii) of this Section 9.24 is governed to the greatest extent possible by paragraph (c)(iii) of this Section 9.24.

Contest Provisions. Each of Buyer and Seller Key3Media shall promptly notify the other ▇▇▇▇-▇▇▇▇▇ in writing upon receipt by Key3Media or any of its affiliates of notice of any pending or threatened audits or assessments with respect to Taxes which may affect the Tax or Income Tax liabilities of any member of the Key3Media Group for which such other party (or any such other party’s Affiliates) may ▇▇▇▇-▇▇▇▇▇ would be liable under required to indemnify Key3Media pursuant to Section 6.1(a), provided that failure to comply with this Agreementprovision shall not affect Key3Media's right to indemnification hereunder unless ▇▇▇▇-▇▇▇▇▇ is prejudiced thereby. Seller, at its expense, ▇▇▇▇-▇▇▇▇▇ shall control the complete defense promptly notify Key3Media in writing of any pending or threatened Income Tax or Tax audit or controversy that could affect any member of the Key3Media Group for any Pre-Distribution Period, provided that failure to comply with this provision shall not require ▇▇▇▇-▇▇▇▇▇ to indemnify Key3Media for the effects of such failure unless Key3Media is prejudiced by the failure of ▇▇▇▇-▇▇▇▇▇ to notify Key3Media. ▇▇▇▇-▇▇▇▇▇ shall have the sole right to represent any member of the Key3Media Group's interests in any Income Tax or Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Distribution Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expenseexpense and to settle any such audit or proceeding in its sole and absolute discretion; provided, however, that if a settlement or compromise ▇▇▇▇-▇▇▇▇▇ shall consult in good faith with Key3Media with respect to any comments and suggestions made in this regard by Key3Media. ▇▇▇▇-▇▇▇▇▇ shall be entitled to participate at its expense in the defense of any such audit claim for Income Taxes or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDistribution Date which may be the subject of indemnification by ▇▇▇▇-▇▇▇▇▇ pursuant to Section 6.1(a) and, (i) Buyer shall be entitledwith the written consent of Key3Media, and at its sole expense, to participate in may assume the entire defense of such audit Income Tax or proceeding, and (ii) Seller Tax claim. Key3Media may not agree to settle any Income Tax or compromise such audit Tax claim for the portion of the year or proceeding period ending on the Distribution Date which may be the subject of indemnification by ▇▇▇▇-▇▇▇▇▇ under Section 6.1(a) without Buyer’s the prior written consentconsent of ▇▇▇▇-▇▇▇▇▇, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. (i) Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, hereunder. (ii) Seller (at its sole cost and expense) shall have the right to control all Tax proceedings and may make any decisions in connection with a Tax proceeding related to a Pre-Closing Tax Period or a Consolidated Tax Return; provided that: (A) the Buyer Indemnified Parties may at their own expense participate in the proceedings related to such Tax proceeding, (B) Seller shall control keep the complete Buyer Indemnified Parties reasonably and timely informed with respect to the commencement, status and nature of such Tax proceeding, (C) Seller shall consider any reasonable comments proposed by the Buyer Indemnified Parties that are related to the defense of any such Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and (D) Seller shall employ counsel not settle, compromise or dispose of such Tax proceeding if such settlement, compromise or disposition would reasonably be expected to adversely affect the Tax liability of the Buyer Indemnified Parties in a Post-Closing Tax Period without the consent of the Buyer Indemnified Parties, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that with respect to Consolidated Tax Returns for any Pre-Closing Tax Period, only clause (D) above shall apply. (iii) With respect to any Tax proceeding related to a Straddle Period (other advisors of its choice at its expensethan a Tax with respect to a Consolidated Tax Return), Buyer shall have the right to control all proceedings and may make any decisions in connection with any Tax proceeding related to such Straddle Period; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Datethat, (iA) Seller may at its own expense participate in the proceedings related to such Tax proceeding, (B) Buyer shall be entitledkeep Seller reasonably and timely informed with respect to the commencement, at its expense, to participate in status and nature of such audit or Tax proceeding, and (iiC) Seller may Buyer shall not settle settle, compromise or compromise dispose of such audit or Tax proceeding without Buyer’s written consentthe consent of Seller, which such consent shall not to be unreasonably withheld withheld, conditioned, or delayed. . (iv) The Buyer shall, at its expense, Indemnified Parties shall have the right to control the complete defense of all proceedings and may make any decisions in connection with all Tax audit or administrative or court proceeding relating to Taxes proceedings for Post-Closing Tax Periods that do not include a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Straddle Period.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Sellers in writing upon receipt by Buyer or any of Buyer’s Affiliate, or, after the Closing Date, the Targets, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with respect this provision shall not affect Buyer’s right to Taxes for which indemnification under this Agreement except to the extent such other party (or failure materially impairs Sellers’ ability to contest any such other party’s AffiliatesTax liabilities. (ii) may be liable under this Agreement. Seller, at its expense, Sellers shall control have the complete defense of sole right to represent the Targets’ interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to paragraph (a) of this Section 9 and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its such Seller’s choice at its such Seller’s expense; provided, however, that such Seller shall have no right to represent any Target’s interests in any Tax audit or administrative or court proceeding unless (A) such Seller shall have first notified Buyer in writing of such Seller’s intention to do so and of the identity of counsel, if a settlement or compromise of any, chosen by such Seller in connection therewith, and (B) that such Seller agrees with Buyer that, as between Buyer and such Seller, such Seller shall be liable for any Adverse Consequences relating to Taxes that result from such audit or proceeding would be reasonably likely to increase the Tax liability of proceeding; provided, further, that Buyer or any of and its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer representatives shall be entitledpermitted, at its Buyer’s expense, to participate in be present at any such audit or proceeding, and (ii) Seller may not settle or compromise such other than any audit or proceeding relating to any consolidated Income Tax Return. Notwithstanding the foregoing, neither Sellers nor any Affiliate of Sellers shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of Buyer or any Buyer Affiliate or the Targets for any period after the Closing Date to any extent unless Sellers have indemnified Buyer and each Buyer Affiliate (including the Targets) against the effects of any such settlement (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer’s written consent, which consent . (iii) Buyer shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control have the complete defense of sole right to represent the Targets’ interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities other than those for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise which Seller has exercised such right pursuant to paragraph (f)(ii) of any such audit or proceeding would be reasonably likely this Section 9 and to increase the Tax liability employ counsel of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, Buyer’s choice at Buyer’s expense. (iiv) Seller, at its expense, Nothing herein shall be entitled construed to participate impose on Buyer any obligation to defend the Targets in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating under Section 9(f)(ii) or Section 9(f)(iii). Any proceeding with respect to Taxes for a taxable year which Sellers do not assume control in accordance with this Section 9(f) may be settled or period beginning on or before and ending after the Closing Date, if the Closing Date is compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Indemnitees right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of Buyer and Seller shall promptly notify In the other in writing upon receipt of notice event that after the Closing any Governmental Entity informs either the Guarantors' Representative (or the Sellers) or the Purchaser (or the Company or its Subsidiaries) of any pending proposed or threatened audits actual audit, examination, adjustment, claim, assessment, or assessments demand concerning the amount of Taxes of the Company or any Subsidiary (an "Audit") with respect to Taxes for which such any periods closed before the Closing Date ("Pre-Closing Period"), the party so informed shall notify each other party of such matter within ten (10) Business Days after receiving such notice. No failure or delay in informing the other party shall reduce or otherwise affect the obligations or liabilities of any party hereto, except to the extent such failure or delay shall have materially and adversely affected the recipient party's ability to defend against any liability or claim with respect to such Taxes. Any notice shall be accompanied by a copy of any written notice or other party’s Affiliates) may be liable under this Agreementdocument received from the applicable Governmental Entity with respect to such matter. SellerSo long as the Guarantors' Representative diligently does so, the Guarantors' Representative shall have the right to control, at its expense, shall control the complete defense contest of the portions of such Audit for any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Pre-Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expensePeriod; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely the Guarantors' Representative elects to increase control the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after contest, the Closing Date, (i) Buyer Company and the Purchaser shall be entitledhave the right, at its their expense, to participate in such audit contest. For avoidance of doubt, the Purchaser and the Company (and not the Guarantors' Representative) shall have the sole right to control the contest of the portion of any Audit for the period open before and closed after the Closing Date and periods closed thereafter. No party hereto shall agree or proceeding, and (ii) Seller may not settle or compromise any issue related to Taxes of the Company or its Subsidiaries with respect to any Pre-Closing Period, which settlement or compromise would have any adverse impact on the liability for Taxes hereunder of any other party, without such audit or proceeding without Buyer’s written consent, other party's consent (which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of In the event that after the Closing any Governmental Authority informs either the Seller or the Buyer and Seller shall promptly notify (or the other in writing upon receipt of notice Company) of any pending proposed or threatened audits actual audit or assessments examination with respect to Taxes for which such (a “Tax Audit”) with respect to any Pre-Closing Period, the party so informed shall notify each other party of such matter within twenty (20) Business Days after receiving such notice. No failure or delay in informing the other party shall reduce or otherwise affect the obligations or liabilities of any party hereto, except to the extent such other failure or delay shall have adversely affected the recipient party’s Affiliates) may ability to defend against any liability or claim with respect to such Taxes. Any notice shall be liable under this Agreementaccompanied by a copy of any written notice or other document received from the applicable Governmental Authority with respect to such matter. SellerSo long as the Seller diligently does so, the Seller shall have the right to control, at its expense, shall control the complete defense contest of the portions of any such Tax audit Audit for any Pre-Closing Period or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expenseStraddle Period; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely the Seller elects to increase control the Tax liability of contest, the Buyer or any of its Affiliates for a taxable period or portion thereof beginning after and the Closing Date, (i) Buyer Company shall be entitledhave the right, at its their expense, to participate in such audit or proceedingcontest. For avoidance of doubt, the Seller shall have the right to control the contest of the portion of any Tax Audits for all Straddle Periods although the Buyer and (ii) the Company shall have the right, at the Buyer’s expense, to participate in those portions of such Tax Audits that relate to Taxes of the Company for which the Buyer is required to indemnify under Section 7.7(a). The Seller may shall not settle or compromise such audit any issue related to Taxes of the Company which settlement or proceeding compromise would have any adverse impact on the liability for Taxes of the Buyer or the Company which is not subject to indemnification by Seller under this Section 7.7, without the Buyer’s written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Similarly, the Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit any issue related to Taxes of the Company which settlement or proceeding compromise would have any adverse impact on the liability for Taxes of the Seller or the Company which is not subject to indemnification by Buyer under this Section 7.7, without the Seller’s written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Acquired Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax Liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under this Agreementpursuant to Section 10.01(a) or Section 10.01(e). Seller, at its expense, Seller shall control have the complete defense of right to represent each Acquired Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Taxable periods ending on or before the Closing Date, including responding Date or otherwise relating to information Taxes for which Seller may be liable pursuant to Section 10.01(a) or document requests and managing any such audit or proceedingSection 10.01(e), and shall to employ counsel or other advisors of its choice at its expense; provided, howeverthat Buyer shall have the right to participate in any such proceeding with respect to Taxes imposed solely on the Acquired Companies that are not imposed or calculated on a combined, consolidated or unitary basis with Seller or any Affiliate of Seller; and provided, further, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or neither Seller nor any of its Affiliates may settle any such Tax claim that could reasonably be expected to affect the amount of Taxes for which the Acquired Companies are liable after the Closing Date without the written consent of Buyer, which consent may be withheld in the reasonable discretion of Buyer. In the case of a taxable Taxable period or portion thereof beginning before and ending after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or attributable to the portion of such period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date. None of Buyer, (iany of its Affiliates or any Acquired Company may settle any Tax claim for any Taxes for which Seller may be liable pursuant to Section 10.01(a) or Section 10.01(e), without the prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence reasonable discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Seller.

Contest Provisions. Each If, subsequent to the Closing, Parent, the Surviving Corporation or any of Buyer and Seller its Subsidiaries receives notice of a Tax Contest which could give rise solely to Pre-Closing Taxes, then within ten (10) Business Days after receipt of such notice, Parent shall promptly notify the other in writing upon receipt Stockholder Representative of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expensenotice; provided, however, that if a settlement any failure on the part of Parent to so notify the Stockholder Representative shall not limit any of the obligations of the Indemnifying Parties under Article VIII, unless the Indemnifying Parties demonstrate actual damage caused by such delay or compromise failure, and then only to the extent thereof. The Stockholder Representative shall have the right (but not the obligation) to control the conduct and resolution of such Tax Contest, provided that the Stockholder Representative shall keep Parent fully and timely informed with respect to the status of any such audit Tax Contest controlled by it and the Stockholder Representative shall in good faith allow Parent to make comments to the Stockholder Representative regarding the conduct of or proceeding would be reasonably likely positions taken in any such Tax Contest. With respect to increase any other Tax Contest, Parent shall have the right to control the conduct and resolution of such Tax liability of Buyer or Contest, provided however that, if any of its Affiliates for a taxable period or portion thereof beginning after such Tax Contest could give rise to Pre-Closing Taxes as well as non-Pre-Closing Taxes, then (a) the Closing Date, (i) Buyer Stockholder Representative shall be entitledhave the right, at its expensethe expense of the Company Holders, to participate in any such audit Tax Contest, (b) settlement or proceedingother resolution of any such Tax Contest shall be subject to the consent of Stockholder Representative (such consent not to be unreasonably withheld, condition or delayed), and (iic) Seller Parent shall keep Stockholder Representative fully and timely informed with respect to the status of such Tax Contest and Parent shall in good faith allow Stockholder Representative to make comments to Parent regarding the conduct of or positions taken in such Tax Contest. Each party shall bear its own costs for participating in such Tax Contest, except that the Indemnified Parties may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayedindemnification for their costs pursuant to this Agreement. With respect to To the defense extent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before inconsistency between this Section 6.4 and ending after Section 8.3(f), the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence provisions of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense 6.4 shall be governed by the third sentence of this Section 6.5(i)control.

Contest Provisions. Each of Buyer CNB and the Seller shall promptly notify the ------------------ each other in writing upon receipt by either of them, or any of their affiliates, or the Bank, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Bank for which such other party (or any such other party’s Affiliates) may Seller would be liable under required to indemnify CNB pursuant to this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent the Bank's interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Seller (A) shall consult with CNB with respect to participate the resolution of any issue that would affect CNB or the Bank in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards to the Bank or CNB), and (iiB) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without Buyer’s written consentthe consent of CNB, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in the defense of any claim for Taxes for a period described in Section 4.17(c) for the portion of the year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder. Neither CNB nor the Bank may agree to settle any such proceedings, and (ii) Buyer may not settle claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on the Closing Date that is the subject of indemnification by Seller hereunder without the prior written consent of Seller’s written consent, which consent shall not be unreasonably withheld withheld. Seller shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateCNB, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. (a) Each of Buyer Purchaser, on the one hand, and Seller Seller, on the other hand (the “Tax Indemnified Person”), shall promptly notify the chief tax officer (or other appropriate person) of Seller or Purchaser, as the case may be (the “Tax Indemnifying Person”), in writing upon within ten (10) Business Days of receipt by the Tax Indemnified Person of written notice of any pending or threatened audits audits, adjustments, claims, examinations, assessments or assessments other proceedings (a “Tax Audit”) which are likely to affect the liability for Taxes of such other party. If the Tax Indemnified Person fails to give such timely notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with respect such Tax Audit if such failure to give notice adversely affects the other party’s rights to participate in the Tax Audit. (b) If such Tax Audit relates to any taxable period, or portion thereof, ending on or before the Closing Date or for any Taxes for which Seller is liable in full under this Agreement, Seller shall, at its expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to any taxable period, or portion thereof, beginning on or after the Closing Date or for any Taxes for which Purchaser is liable in full under this Agreement, Purchaser shall, at its expense, control the defense and settlement of such Tax Audit. (c) If such Tax Audit relates to Taxes for which such other party (or any such other party’s Affiliates) may be both Seller and Purchaser are liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each party will control the defense and settlement of Taxes for which it is so liable. If such Tax Audit relates to a taxable period, or portion thereof, beginning before and ending after the Closing Date and any Tax item cannot be identified as being a liability of only one party or cannot be separated from a Tax item for which the other party is liable, Seller, at its expense, shall control the complete defense and settlement of any the Tax audit or administrative or court proceeding relating Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld. (d) Any party whose liability for Taxes for may be affected by a taxable year or period ending on or before the Closing Date, including responding Tax Audit shall be entitled to information or document requests participate at its expense in such defense and managing any such audit or proceeding, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a expense and shall have the right to consent to any settlement or compromise of any such audit or proceeding Tax Audit (not to be unreasonably withheld) to the extent such settlement would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates have an adverse effect for a taxable period for which that party is not liable for Taxes, under this Agreement or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)otherwise.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates, either of the Companies or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to this Agreement. Seller, at its expense, Section 7.2. (ii) Seller shall control have the complete defense of sole right to represent each Company’s and each Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Seller may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 7.2, and shall to employ counsel or other advisors of its choice at its expense; provided. None of Buyer, howeverany of its Affiliates, that if a settlement any of the Companies or compromise any Subsidiary may settle any Tax claim for any Taxes for which Seller may be liable pursuant to this Section 7.2, without the prior written consent of any such audit or proceeding would Seller, which consent may be reasonably likely to increase withheld in the Tax liability sole discretion of Seller. (iii) Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes for a taxable period or portion thereof beginning after the Closing Date, which Buyer is liable pursuant to this Section 7.2. (iiv) Buyer shall be entitled, at its expense, have the sole right to participate represent each Company’s and each Subsidiary’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; providedwhich Buyer may be liable pursuant to this Section 7.2, however, that if a settlement or compromise and to employ counsel of any such audit or proceeding would be reasonably likely to increase the Tax liability its choice at its expense. None of Seller or any of its Affiliates may settle any Tax claim for any Taxes for which Buyer may be liable pursuant to this Section 7.2, without the prior written consent of Buyer, which consent may be withheld in the sole discretion of Buyer. (v) Notwithstanding the foregoing clauses of this Section 7.2(c), in the case of any Straddle Period (other than a taxable period or portion thereof Straddle Period ending after the Cut-Off Date and on or before the Closing DateDate and other than a Straddle Period relating to property Taxes for which Buyer is wholly liable): (A) Seller and Buyer shall promptly notify the other party in writing upon receipt by Seller or Buyer, respectively, of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to such Straddle Period, (iB) Seller, at its expense, Seller shall be entitled have the right to participate represent each Company’s and each Subsidiary’s interest in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes in respect of such Straddle Period, provided that Buyer shall be entitled to participate at its expense in any Tax Audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period beginning after the Cut-Off Date and, with the written consent of Seller, and at Buyer’s sole expense, may assume the entire control of such audit or proceeding, and (C) neither Seller nor Buyer nor any Affiliate of either of them may settle any Tax claim for a taxable year any Taxes relating to such Straddle Period without the prior written consent of the other party, which consent shall not be unreasonably withheld or period beginning delayed. (vi) Notwithstanding the foregoing clauses of this Section 7.2(c), in the case of any Straddle Period ending after the Cut-Off Date and on or before and ending after the Closing Date, if the Closing Date (other than a Straddle Period relating to property Taxes for which Buyer is wholly liable): (A) Buyer shall promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to such Straddle Period, (B) Seller shall have no obligation to notify Buyer upon receipt by Seller or any of its Affiliates of any such notice, (C) Seller shall have the sole right to represent each Company’s and each Subsidiary’s interest in any Tax audit or administrative or court proceeding relating to Taxes in respect of such Straddle Period, and (D) Seller shall have the sole right to settle any Tax Claim for any Taxes relating to such Straddle Period, and neither Buyer nor any Affiliate of Buyer may settle any Tax claim for any Taxes relating to such Straddle Period without the prior written consent of Seller, which consent may be withheld in the 2009 calendar year, such defense shall be governed by sole discretion of Seller. (vii) Notwithstanding the second sentence foregoing clauses of this Section 6.5(i7.2(c); and if the Closing Date is , in the 2010 calendar yearcase of any Straddle Period relating to property Taxes for which Buyer is wholly liable: (A) Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to property Taxes imposed with respect to such defense Straddle Period, (B) Buyer shall have no obligation to notify Seller upon receipt by Buyer of any such notice, (C) Buyer shall have the sole right to represent each Company’s and each Subsidiary’s interest in any Tax audit or administrative or court proceeding relating to property Taxes in respect of such Straddle Period, and (D) Buyer shall have the sole right to settle any Tax Claim for property Taxes relating to such Straddle Period, and neither Seller nor any Affiliate of Seller may settle any Tax claim for property Taxes relating to such Straddle Period without the prior written consent of Buyer, which consent may be governed by withheld in the third sentence sole discretion of this Section 6.5(i)Buyer.

Contest Provisions. Each a. General Partner shall be entitled to contest, as tax matters partner of Buyer and Seller CTA in accordance with the CTA Agreement as part of the unified audit of CTA, any claim in respect of any "partnership" item of CTA that, if successful, would result in a Tax Event (a "Partnership Level Issue"). Indemnitee shall promptly notify take such action or refrain from taking such action as may be reasonably necessary in order to cause each item which is the other subject of a potential Tax Event to be contested as a Partnership Level Issue. If General Partner contests a Partnership Level Issue that, if successful, would result in writing a Tax Event, Prime's obligation to pay any Tax Indemnity Amounts shall, at Prime's election, be deferred until thirty (30) days after a Final Determination of the Indemnitee's federal income tax liabilities in respect of a Tax Event, provided that, upon receipt of notice the 30-day letter from the Internal Revenue Service, Prime furnishes the Indemnification Security. b. If an audit or proceeding involving a potential Tax Event is being conducted in a proceeding involving Indemnitee which cannot be transferred to CTA as a partnership item (an "Indemnitee Level Issue"), Indemnitee hereby agrees to promptly notify Prime in writing of such adjustment, and Indemnitee shall, at Prime's request, diligently contest such matter and tender the defense of the Indemnitee Level Issue to such legal counsel as Prime may select and which is reasonably acceptable to Indemnitee ("Contest Counsel"). Indemnitee agrees to reasonably cooperate with Prime and Contest Counsel in connection with any pending or threatened audits or assessments such proceedings and to follow the advice of Contest Counsel with respect to Taxes for which decisions as to whether to contest such Indemnitee Level Issue, the extent and choice of forum with respect to such contest and other material issues relating thereto. Contest Counsel shall represent Indemnitee only in connection with such issues as could potentially result in a Tax Event with respect to Indemnitee, and, unless Indemnitee, in his sole discretion, otherwise consents, Contest Counsel shall not represent Indemnitee with respect to any other issues, without regard to whether such other party (issues are being concurrently challenged by the Internal Revenue Service or any such other party’s Affiliates) may be liable under this Agreementtax authority or appear on the same tax return as the Indemnitee Level Issue in question. Seller, at its expense, Prime shall control have the complete defense of any Tax audit or administrative or court proceeding right to consult with Contest Counsel and Indemnitee on decisions relating to Taxes for a taxable year or period ending on or before strategy and potential courses of action with regard to such Indemnitee Level Issue. Indemnitee shall make available to Contest Counsel copies of Indemnitee's tax returns and other information and materials pertinent to the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors contest of its choice at its expensethe Indemnitee Level Issue; provided, however, that if any information relating to matters other than the Indemnitee Level Issue in question are included in materials furnished to Contest Counsel, such materials shall be furnished only upon the agreement by Contest Counsel to maintain such information on a strictly confidential basis and to not disclose any such information to any person (including without limitation Prime, General Partner or any Affiliates of either of them) without the prior written consent of Indemnitee. c. If Prime recommends acceptance of a settlement offer in respect of an Indemnitee Level Issue or compromise if General Partner recommends the acceptance of a settlement offer in respect of a Partnership Level Issue, but the Indemnitee declines to accept such offer in writing within 30 days (i) the obligation of Prime to make indemnity payments as the result of any such audit contest or proceeding proceedings shall not thereafter exceed the obligation that it would be reasonably likely to increase have had if such contest had been settled or proceedings terminated on the Tax liability of Buyer basis recommended by Prime or any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateGeneral Partner, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceedingas applicable, and (ii) Seller in the case of an Indemnitee Level Issue, Prime shall have no further liability for costs or other expenses in respect of such contest. d. Notwithstanding the foregoing, Indemnitee will not have any obligation to contest any action with respect to an Indemnitee Level Issue (i) unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $25,000, (ii) unless Prime furnishes the Indemnification Security as set forth herein, (iii) without Prime paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in the case of proceedings before the Court of Federal Claims or Federal District Court (subject to the agreement by Prime to not litigate in Tax Court, which agreement may be withheld in Prime's sole discretion), the amount of tax (and any applicable interest and penalties) for which refund is claimed, and (iv) to the extent Indemnitee waives in writing Prime's obligation to indemnify Indemnitee for such items, in which case all third-party costs and out-of-pocket expenses described in clause (iii) thereafter incurred by Indemnitee and all taxes of Indemnitee would be paid by Indemnitee. e. Indemnitee shall not settle or compromise such audit or proceeding any Indemnitee Level Issue without Buyer’s Prime's prior written consent, which consent ; provided that Indemnitee shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of required to contest any proposed adjustment and may settle any such proposed adjustment if Indemnitee shall waive his right to indemnity under this Agreement with respect to such adjustment and any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after Event that results from such adjustment and, in the Closing Date; provided, however, that if a settlement or compromise case of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or proceedings before the Closing Date, (i) Seller, at its expenseCourt of Federal Claims or Federal District Court, shall be entitled pay to participate in such proceedings, Prime the amount of tax (and (iiany applicable interest and penalties) Buyer may not settle previously paid or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With advanced by Prime with respect to such adjustment or the defense contest of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)adjustment.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party (or any such other party’s Affiliates) may be liable incur liability under this Agreement. SellerArticle VIII, at the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) Seller shall have the sole right to represent the interests of the Company and its expense, shall control the complete defense of Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes any Tax for a any taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, that if a settlement either administratively or compromise after the commencement of litigation, any such audit or proceeding claim for Taxes with respect to any Separate Return which would be reasonably likely to increase adversely affect the Tax liability for Taxes of Buyer or the Company and its Subsidiaries for any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateDate to any extent (including, (ibut not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. withheld, and such consent shall not be necessary to the extent that Seller has indemnified Buyer shall, at against the effect of any such settlement. (c) Buyer shall have the sole right to represent the interests of the Company and its expense, control the complete defense of Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes for a Separate Returns with respect to taxable year periods including (but not ending on) or period beginning after the Closing Date; providedDate and to employ counsel of its choice at its expense, howeverprovided that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase adversely affect the Tax liability of Seller or for any of its Affiliates Taxes for a taxable any period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle Date or compromise such audit or proceeding without Seller’s written consentfor any Straddle Period, which consent shall not be unreasonably withheld or delayed. With respect and shall not be required to the defense extent that Buyer has indemnified Seller against the effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Company or the Subsidiary for which such other party (or any such other party’s Affiliates) may Seller would be liable under required to indemnify Purchaser pursuant to Section 5.2(a), provided that failure to comply with this Agreementprovision shall not affect Purchaser's right to indemnification hereunder. Seller, at its expense, Seller shall control have the complete defense of sole right to represent the Company's and the Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Purchaser, the Company or the Subsidiary for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise Seller has indemnified the Purchaser against the effects of any such audit or proceeding would settlement. Seller shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by Seller pursuant to Section 5.2(a) and, (i) Buyer shall be entitledwith the written consent of Purchaser, and at its sole expense, may assume the entire defense of such Tax claim. None of Purchaser, the Company or the Subsidiary may agree to participate in such audit settle any Tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by Seller under Section 5.2(a) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer Buyer, Seller and Seller Brite shall promptly notify the each other in writing upon receipt by any of them, or any of their affiliates, or Company, of notice of any pending or threatened federal, state, local, or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Savings for which such other party (Brite or any such other party’s Affiliates) may Seller would be liable under required to indemnify Buyer pursuant to this Agreement. Seller, at its expense, Brite shall control have the complete defense of sole right to represent Company's interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Brite (i) shall consult with Buyer with respect to participate the resolution of any issue that would affect Buyer or Company in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization of depreciation periods, the denial of amortization or depreciation deductions, or the reductions of loss or credit carry forwards to Company or Buyer), and (ii) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without the consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Brite and Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at Brite's expense in such proceedingsthe defense of any claim for Taxes for a period described in SECTION 4.5(e)) for the portion of the year or period ending on November 30, and (ii) 1998 that is the subject of indemnification by Brite hereunder. Neither Company nor Buyer may not agree to settle any such claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on November 30, 1998 that is the subject of indemnification by Brite hereunder without Seller’s the prior written consentconsent of Brite, which consent shall not be unreasonably withheld withheld. Brite shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateBuyer, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its Affiliates, or any of the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to paragraph (a) of this AgreementSection 5.14 (including, but not limited to, notice of any pending or threatened audits, examinations or assessments involving the Owner Participant or the Partnership which might affect the Tax liabilities for which Seller may be liable pursuant to paragraph (a) of this Section 5.14). Seller, at its expense, Seller shall control have the complete defense sole right to represent each of the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing DateDate or otherwise relating to Taxes for which Seller may be liable pursuant to paragraph (a) of this Section 5.14 (including, including responding but not limited to, the right to information exercise any participation rights the Company may have (either contractually or document requests and managing under applicable Law) in any such Tax audit or proceedingadministrative or court proceeding involving the Owner Participant or the Partnership which might affect the Tax liabilities for which Seller may be liable pursuant to paragraph (a) of this Section 5.14), and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a Straddle Period, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate sole expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, Date (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of including any Tax audit or administrative or court proceeding involving the Owner Participant or Partnership, to the extent either Company is entitled to participate in such Tax audit or administrative or court proceeding (either contractually or and under applicable Law)) and, with the written consent of Purchaser, and at Seller’s sole expense, may assume the entire control of such audit or proceeding (or, in the case of any audit or proceeding involving the Owner Participant or Partnership, the entire participation by either Company in such audit or proceeding). None of Purchaser, any of its Affiliates, or any of the Companies may settle any Tax claim (or consent to or otherwise exercise the rights of either Company (contractually or under applicable Law) with respect to the settlement of any Tax claim by the Owner Participant or the Partnership) relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall which Seller may be governed by the second sentence liable pursuant to paragraph (a) of this Section 6.5(i); and if 5.14 without the Closing Date is prior written consent of Seller, which consent may be withheld in the 2010 calendar year, such defense shall be governed by the third sentence sole discretion of this Section 6.5(i)Seller.

Contest Provisions. (i) Each of Buyer and Seller Party shall promptly notify the other Party in writing upon receipt by it, or any of its Affiliates, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments either (i) relating to the Company with respect to Taxes any taxable period ending on or before the Closing Date or any Straddle Period or (ii) relating to a Tax for which such other party Party or such other Party’s Affiliates would be liable pursuant to this Agreement or pursuant to applicable provisions of Law. (ii) The Seller Parties (or any such other party’s their Affiliates) may be liable under this Agreement. Seller, at its expense, shall control have the complete defense of sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes a Pre-Closing Tax Period (including the pre-Closing portion of a Straddle Period) or relating to a Tax for a taxable year or period ending on or before which the Closing Date, including responding Seller Parties otherwise would be liable pursuant to information or document requests and managing any such audit or proceedingthis Agreement, and shall to employ counsel or other advisors of its Parent’s choice at its Parent’s expense; provided, however, that if a settlement Alliant and its representatives shall be permitted, at Alliant’s sole expense, to be present at, and participate in, any such audit or compromise proceeding (except where such audit or proceeding does not relate to the Company); provided, further, that Parent shall keep Alliant and Alliant’s representatives promptly and reasonably informed regarding the progress of any such audit or proceeding would be reasonably likely (except to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in extent such audit or proceedingproceeding does not relate to Company), and (ii) Seller may not settle neither Parent nor its Affiliates shall settle, either administratively or compromise after the commencement of Litigation, any such audit or proceeding without Buyer’s the prior written consentconsent of Alliant, which consent shall may not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, Alliant shall be entitled to control the complete defense of any Tax audit or administrative or court proceeding all other Litigation relating to Taxes for a taxable year or period beginning after of the Closing DateCompany; provided, however, that if a settlement or compromise Parent and its Representatives shall be permitted, at Parent’s expense, to be present at, and participate in, any such Litigation related to any Taxes for which the Seller Parties would be liable pursuant to this Agreement; provided, further, that Alliant shall keep Parent and Parent’s Representatives promptly informed regarding the progress of any such audit or proceeding Action related to Taxes for which the Seller Parties would be reasonably likely liable pursuant to increase the Tax liability of Seller or any of this Agreement, and neither Alliant nor its Affiliates shall settle, either administratively or after the commencement of Litigation, any such Litigation related to Taxes for a taxable period or portion thereof ending on or before which the Closing Date, (i) Seller, at its expense, shall Seller Parties would be entitled liable pursuant to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding this Agreement without Seller’s the prior written consentconsent of Parent, which consent shall may not be unreasonably withheld withheld, conditioned or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this AgreementAgreement except to the extent Seller shall have been prejudiced by such failure. Seller, at its expense, Seller shall control promptly notify Buyer in writing in the complete defense of event that Seller receives such a notice described in the preceding sentence. (ii) Seller shall have the sole right to represent the Acquired Companies’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingTaxes for which Seller may be liable pursuant to this Section 7.1, and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a Straddle Period, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, have the right to participate represent the Acquired Companies’ interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Straddle Period. Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning attributable to the portion of such Straddle Period ending on or before and ending after the Closing Date, if including the Closing Date is and, with the written consent of Buyer, and at Seller’s sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies may settle any Tax claim for any Taxes for which Seller may be liable pursuant to Section 7.1(a), without the prior written consent of Seller. None of Seller or its Affiliates may settle any Tax claim for any Taxes for which Buyer may be liable pursuant to Section 7.1(b) or which would otherwise materially adversely affect Buyer or an Acquired Company for any post-Closing tax period, in each case without the 2009 calendar year, such defense shall be governed by the second sentence prior written consent of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Buyer.

Contest Provisions. Each of Buyer and Seller Party shall promptly notify the other in writing upon receipt by such party, or any of its affiliates of a notice of any pending or threatened audits Tax audits, claims or assessments (a "Tax Claim") which may affect the Tax liabilities of the Company or any Subsidiary for which the receiving party would be required to indemnify the notifying party pursuant to this Section 3.3(b)(i), provided that failure to comply with this provision shall not affect the notifying party's right to indemnification hereunder so long as the other party's position is not actually and materially prejudiced thereby. With respect to Taxes for any Tax Claim which such other party (might result in an indemnity payment to the Purchaser pursuant to Section 3.3(b)(i), the Seller shall have the sole right to represent the Company's or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors and accountants of its choice at its expense; provided. Notwithstanding the foregoing, howeverthe Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Purchaser, the Company or any Subsidiary for any period after the Closing Date without the prior written consent of the Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise the Seller has fully indemnified the Purchaser against the effects of any such audit settlement. The Seller shall be entitled to participate at its expense in the defense of any Tax Claim for the portion of the year or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after ending on the Closing DateDate which may be the subject of indemnification by the Seller pursuant to Section 3.3(b)(i) and, (i) Buyer shall be entitledwith the written consent of the Purchaser, and at its sole expense, may assume the entire defense of such Tax claim. Neither the Purchaser nor the Company nor any Subsidiary may agree to participate in such audit settle any Tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by the Seller under Section 3.3(b)(i) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Seller Representative in writing upon receipt by B▇▇▇▇, any of its Affiliates or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to any Taxes for which Sellers are liable pursuant to this Agreement; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such other party (or failure materially impairs Sellers’ ability to contest any such other party’s AffiliatesTax liabilities. (ii) may be liable under this Agreement. Seller, at its expense, The Seller Representative shall have the right to control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for which Sellers are liable pursuant to this Agreement and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Sellers’ choice at its Sellers’ expense; provided, however, that Sellers shall have no right to control any Tax audit, examination or similar proceeding unless (A) the Seller Representative shall have first notified Buyer in writing of Sellers’ intention to do so and of the identity of counsel, if a settlement any, chosen by Sellers in connection therewith and (B) Sellers shall have agreed with Buyer that, as between Sellers and Buyer, Sellers shall be liable for any Damages relating to Taxes that result from such audit, examination or compromise of similar proceeding; provided, further, that Buyer and its Representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit audit, examination or proceeding would similar proceeding. Notwithstanding the foregoing, neither Sellers or any of their respective Affiliates shall be reasonably likely entitled to increase settle, either administratively or after the Tax commencement of an audit, examination or similar proceeding, any claim for Taxes which could adversely affect the liability for Taxes of Buyer or the Company for any period after the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed. (iii) Buyer shall have the right to control any Tax audit, examination or similar proceeding relating to a Straddle Period or to Tax liabilities other than those for which Sellers have exercised such right pursuant to Section 5.01(c)(ii) and to employ counsel of Buyer’s choice at Buyer’s expense. Notwithstanding the foregoing, but subject to Section 5.01(c)(iv), (i) neither Buyer nor any of its Affiliates for a taxable period shall be entitled to settle, either administratively or portion thereof beginning after the Closing Datecommencement of an audit, (i) Buyer shall examination or similar proceeding, any claim for Taxes relating to Taxes for which Sellers are liable pursuant to this Agreement without the prior written consent of the Seller Representative, such consent not to be entitledunreasonably withheld, at its expense, to participate in such audit conditioned or proceedingdelayed, and (ii) the Seller may not Representative shall be permitted, at Sellers’ expense, to be present at, and participate in, any audit, examination or similar proceeding relating to Taxes for which Sellers are liable pursuant to this Agreement. Buyer shall have the sole right to defend the Company, with respect to any issue, and settle or compromise any issue, arising in connection with any Tax audit, examination or similar proceeding to the extent Buyer shall have agreed in writing to forgo any indemnification under this Agreement with respect to such audit or proceeding without Buyer’s written consent, which consent issue. (iv) Nothing herein shall not be unreasonably withheld or delayed. construed to impose on Buyer shall, at its expense, control any affirmative obligation to defend the complete defense of Company in any Tax audit or administrative or court proceeding relating proceeding. To the extent that Sellers have the right to Taxes for a taxable year or period beginning after the Closing Date; providedcontrol, howeverbut fail to assume control of, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit audit, or administrative or court proceeding relating pursuant to Taxes for a taxable year Section 5.01(c)(ii), such audit or period beginning on proceeding may be settled or before and ending after the Closing Date, if the Closing Date is compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by not affect Buyer’s right to indemnification under this Agreement. (v) In the second sentence event of a conflict between the provisions of this Section 6.5(i); 5.01(c) and if the Closing Date is in provisions of Section 6.05, the 2010 calendar year, such defense shall be governed by the third sentence provisions of this Section 6.5(i)5.01(c) shall control.

Contest Provisions. Each of Buyer (a) Subject to the cooperation ------------------ provisions in Section 6.01, above, Columbia/HCA shall have the full responsibility and Seller shall promptly notify control over the other in writing upon receipt of notice handling of any pending Tax controversy, including an audit, a protest to the Appeals Division of the IRS, litigation in the Tax Court or threatened audits any other court of competent jurisdiction, and any other federal, state, local or assessments foreign hearing or administrative proceeding, (a "Tax Controversy"), involving (i) any Columbia/HCA Return or (ii) the Reorganization or any portion thereof. Upon request by a Spinco, however, and subject to Columbia/HCA Approval and the cooperation provisions in Section 6.01, above, the Spinco shall, at the Spinco's expense, be allowed to participate in the handling of any Tax Controversy with respect to Taxes any item that would give rise to a payment of Tax for which such other party (Spinco would be liable, or any a refund of Tax for which such other party’s Affiliates) may Spinco would be liable entitled to receive payment, under this Agreement. Seller. (b) Subject to the cooperation provisions in Section 6.01, at its expenseabove, LifePoint shall have the full responsibility and control over the complete defense handling of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing Controversy involving any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expenseLifePoint Return; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledColumbia/HCA shall, at Columbia/HCA's expense and in its expensesole discretion, be allowed to participate in such audit or proceeding, assume full responsibility and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control over the complete defense handling of any Tax audit Controversy with respect to any item that would give rise to a payment of Tax for which Columbia/HCA would be liable, or administrative or court proceeding relating a refund of Tax for which Columbia/HCA would be entitled to Taxes for a taxable year or period beginning after receive payment, under this Agreement. (c) Subject to the Closing Datecooperation provisions in Section 6.01, above, Triad shall have the full responsibility and control over the handling of any Tax Controversy involving any Triad Return; provided, however, that if a settlement Columbia/HCA shall, at Columbia/HCA's expense and at its sole discretion, be allowed to participate in or compromise assume full responsibility and control over the handling of any such audit or proceeding Tax Controversy with respect to any item that would give rise to a payment of Tax for which Columbia/HCA would be reasonably likely liable, or a refund of Tax for which Columbia/HCA would be entitled to increase receive payment, under this Agreement. (d) Each Party shall promptly notify the other Parties of any inquiries by any Taxing Authority that relate to any Tax liability of Seller that may be imposed on the other Parties or any of its their Affiliates for a taxable period or portion thereof ending that might give rise to any liability on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense part of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of Party under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Company for which Seller would be required to indemnify Purchaser pursuant to Section 6.9(b)(1), provided however, that no delay on the part of Purchaser in notifying Seller shall relieve Seller from any liability or obligation hereunder unless (and then solely to the extent) Seller is prejudiced by such other party (or failure to give notice. Seller shall have the sole right to represent the Company's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingTime, and shall to employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser or the Company for any period after the Closing Time to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise Seller has indemnified Purchaser against the effects of any such audit or proceeding would settlement. Seller shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateTime which may be the subject of indemnification by Seller pursuant to Section 6.9(b)(1) and, (i) Buyer shall be entitledwith the written consent of Purchaser, and at its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the date of the Closing Time which may be the subject of indemnification by Seller under Section 6.9(b)(1) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Sellers in writing upon receipt by Purchaser, any of its Affiliates or the Companies or the Subsidiaries of notice of any pending or threatened Federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes or notification of any claim for taxation which may materially affect the tax liabilities of the Companies and/or the Subsidiaries for which such other party (the Sellers would be required to indemnify Purchaser, the Companies or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating Subsidiaries pursuant to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expenseSection 5.4(a)(i); provided, however, that a failure to give such notice will not affect Purchaser's, the Companies' or the Subsidiaries' rights to indemnification hereunder, except to the extent, if a settlement any, that, but for such failure, the Sellers could have avoided the Tax liability in question. The Sellers shall have the right to control the conduct of any audit or compromise claim or administrative or judicial proceeding relating to any Pre-Closing Period (other than an Interim Period, the treatment of which is discussed in the immediately succeeding paragraph), and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser, the Companies or the Subsidiaries for any period after the Closing Date (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld or delayed, and shall not be necessary to the extent that the Sellers have indemnified the Purchaser against the effects of any such settlement. Purchaser (and its representatives) also may participate in any such audit or claim or administrative or judicial proceeding at its own expense and, if the Sellers do not promptly assume the conduct or defense of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer claim or any of proceeding, Purchaser (or its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (irepresentatives) Buyer shall be entitledmay, at the Sellers' reasonable expense and without any effect to its expenseor the Companies' or Subsidiaries' rights to indemnification under Section 5.4(a)(i) of this Agreement, to participate defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. The Sellers shall be entitled to participate at their expense in the defense of any claim for Taxes for an Interim Period which may be the subject of indemnification by the Sellers pursuant to Section 5.4(a)(i) and, with the written consent of Purchaser, which shall not be unreasonably withheld or delayed (it being understood that it would be reasonable for Purchaser to withhold such consent if as part of the same defense proceeding, there exist issues with respect to Taxes which may not be the subject of indemnification by the Sellers pursuant to Section 5.4(a)(i)), and (ii) Seller at its sole expense, may assume the entire defense of such Tax claim; provided, however, that, notwithstanding the foregoing, the Sellers shall not be entitled to settle or otherwise compromise, either administratively or after the commencement of litigation, any such Tax claim without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) if the settlement or compromise would result in any additional liability for Taxes of Purchaser, the Companies or the Subsidiaries for such audit Interim Period or proceeding any period after the Closing Date (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) which would not be fully indemnified by the Sellers under Section 5.4(a)(i) of this Agreement. Purchaser, the Companies and the Subsidiaries shall not agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by the Sellers under Section 5.4(a)(i) without Buyer’s the prior written consentconsent of the Sellers, which consent shall not be unreasonably withheld or delayed. Buyer shallExcept as provided otherwise in Section 5.4(a)(vi) and this Section 5.4(a)(vii), Purchaser shall control at its expenseown expense any and all audit, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect judicial proceedings related to the defense Taxes of any Tax audit the Companies or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Subsidiaries.

Contest Provisions. Each of (a) In the event (i) the Seller or its Affiliates or (ii) the Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other parties of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless and to the extent such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) The Seller shall represent the interests of the Company in any Tax audit or administrative or court proceeding to the extent such audit or proceeding relates to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of the Seller's choice at the Seller's expense, if the Seller notifies the Buyer of its decision to take such actions within thirty (30) calendar days of the date on which the Seller receives notice of any such audit or proceeding from the Buyer (with respect to audits or proceedings as to which the Buyer first received notice from a Governmental Authority or other party’s AffiliatesPerson) may be liable under this Agreement. Selleror the date on which the Seller delivered to the Buyer notice of any such audit or proceeding (with respect to audits or proceedings as to which the Seller first received notice from a Governmental Authority or other Person), provided however, that the Buyer may, at its own expense, attend, but not participate in or control, all conferences, meetings and proceedings relating to such audits or proceedings. The Seller shall control inform the complete defense Buyer of all developments and events relating to such audits or proceedings. Notwithstanding the foregoing, if the Seller elects to so represent the interests of the Company, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Return of the Company which would adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Buyer shall have the sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of the Buyer's choice at the Buyer's expense, provided that the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Seller for a taxable year or any Taxes for any period ending on or before the Closing DateDate or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, delayed and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that the Buyer has fully indemnified the Seller against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Seller pursuant to this section, the Seller may continue or initiate any further proceedings at its own expense, the Buyer shall not be obligated to incur any further expenses in such matter and the liability of the Buyer, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Company or any of its Subsidiaries of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the tax liabilities of the Company or any of its Subsidiaries for which Seller would be required to indemnify Buyer pursuant to Section 5.1(a), but no failure to give such notice shall relieve Seller of any liability hereunder except to the extent, if any, that the rights of Seller with respect to Taxes for which such other party (claim are actually prejudiced. Seller shall have the right to represent the Company or any of its Subsidiaries' (and upon assuming such right, no other party’s AffiliatesPerson will have the right to represent the Company and its Subsidiaries) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in and manage any Income Tax audit or administrative or court proceeding relating to Taxes for a taxable year years or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Seller may not agree to settle any Income Tax claim which would materially adversely affect Buyer, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer Company or any of its Affiliates for a their Subsidiaries in any taxable period or portion thereof beginning ending after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in such proceedingsthe defense of any claim for Income Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 5.1(a) and, with the written consent of Buyer, and (iiat Seller's expense, may assume the entire defense of such Income Tax claim. Neither Buyer nor the Company nor any of its Subsidiaries may agree to settle any Income Tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller under Section 5.1(a) Buyer may not settle or compromise such audit or proceeding without the prior written consent of Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of (a) In the event (i) any Seller or their Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) The Sellers shall have the sole right to represent the interests of the Acquired Companies in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Balance Sheet Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Tax Return of any of the Acquired Companies that is not prepared on a consolidated, combined or unitary basis which would adversely affect the liability for Taxes of Buyer or the Acquired Companies for any period after the Balance Sheet Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, and such consent shall not be necessary to the extent that the Sellers have indemnified Buyer against the effect of any such other party’s Affiliatessettlement. (c) may be liable under this Agreement. Seller, at its expense, Buyer shall control have the complete defense sole right to represent the interests of the Acquired Companies in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Balance Sheet Date and to employ counsel of its choice at its expense, provided that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Sellers for a taxable year or any Taxes for any period ending on or before the Closing DateBalance Sheet Date or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSellers' Representative, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Buyer has indemnified the Sellers against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Sellers' Representative pursuant to this section, the Sellers may continue or initiate any further proceedings at their own expense, provided that the liability of Buyer, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other API in writing upon receipt by Buyer, any of its affiliates or any of the Companies of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Companies for any taxable year or period that ends on or before the Closing Date or for which such other party (or any such other party’s AffiliatesSellers would be required to indemnify Buyer pursuant to Section 5.8(d) may be liable under of this Agreement. Seller, at provided that the failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. (ii) API or its expense, designee shall control have the complete defense of sole right to represent the Companies' interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its sole expense; provided, however, unless there is a reasonable probability that if a settlement or compromise the outcome of any such audit or proceeding would be reasonably likely to increase the Tax liability of may have a material effect on Buyer or any Company in respect of its Affiliates for a taxable period or portion thereof beginning after the Taxes relating to any Post-Closing DatePeriod. In such case, (i) Buyer shall be entitled, shall be entitled to participate at its expense, own expense in the defense of any such claim for Taxes. Neither API nor its designee may agree to participate settle any Tax claim in respect of any Pre-Closing Period if such audit settlement would have a material effect on Buyer or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding any Company in respect of Taxes relating to any Post-Closing Period without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld withheld. (iii) Buyer or delayed. Buyer shall, at its expense, control designee shall have the complete defense of sole right to represent the Companies' interests in any Tax tax audit or administrative or court proceeding relating to taxable periods ending after the Closing Date and to employ counsel of its choice at its sole expense. API or its designee shall be entitled to participate at its own expense in the defense of any claim for Taxes for in respect of a taxable year or period beginning ending after the Closing Date; provided, however, that if a settlement or compromise Date which may be the subject of indemnification by Sellers pursuant to Section 5.8(d). Neither Buyer nor the Companies may agree to settle any such audit or proceeding would Tax claim which may be reasonably likely to increase the Tax liability subject of Seller or any indemnification by Sellers under Section 5.8(d) of its Affiliates for a taxable period or portion thereof ending on or before this Agreement without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consentconsent of API, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. (a) Each of Buyer the Buyer, on the one hand, and Seller shall promptly notify the Seller, on the other hand (the "Recipient"), shall notify each of the other parties in writing upon within fifteen (15) calendar days of receipt by the Recipient of written notice of any pending or threatened audits audits, notice of deficiency, proposed adjustment, assessment, examination or assessments with respect to other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") which could affect the liability for Taxes for which such other party (or any of such other party’s Affiliates. If the Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim. (b) may be liable under this Agreement. Seller, at its expense, The Seller shall control have the complete defense of sole right to represent the Company's interests in any Tax audit or administrative or court proceeding Claim relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding so long as the Seller acknowledges its indemnification obligation to information or document requests the Buyer and managing any such audit or proceedingits Subsidiaries, and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a Straddle Period, however, that if a settlement the Seller shall be entitled to participate at its expense in any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after before the Closing Date. None of the Buyer, (i) Buyer shall be entitledthe Company, at its expense, to participate in such audit nor any of their Affiliates may settle or proceeding, and (ii) otherwise dispose of any Tax Claim for which any Seller may not settle have a liability under this Agreement, or compromise such audit or proceeding which may result in an increase in Seller's liability under this Agreement, without Buyer’s the prior written consentconsent of the Seller, which consent shall not may be unreasonably withheld or delayedin the discretion of the Seller, unless the Buyer fully indemnifies the Seller in writing with respect to such liability in a manner satisfactory to the Seller. Buyer shall, at its expense, control None of the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates may settle or otherwise dispose of any Tax Claim for a taxable period or portion thereof ending on or before which the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle have a liability under this Agreement, or compromise such audit or proceeding which may result in an increase in Buyer's liability under this Agreement, without Seller’s the prior written consentconsent of the Buyer, which consent shall not may be unreasonably withheld or delayed. With in the discretion of the Buyer, unless the Seller fully indemnify the Buyer in writing with respect to such liability in a manner satisfactory to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Buyer.

Contest Provisions. Each of Buyer American General and Seller shall promptly ------------------ notify the each other in writing upon receipt by either of them, or any of their affiliates, or Savings, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Savings for which such other party (or any such other party’s Affiliates) may Seller would be liable under required to indemnify American General pursuant to this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent Savings' interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Seller (A) shall consult with American General with respect to participate the resolution of any issue that would affect American General or Savings in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reductions of loss or credit carryforwards to Savings or American General), and (iiB) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without Buyer’s written consentthe consent of American General, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in the defense of any claim for Taxes for a period described in Section 4.14(c) for the portion of the year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder. Neither American General nor Savings may agree to settle any such proceedings, and (ii) Buyer may not settle claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on the Closing Date that is the subject of indemnification by Seller hereunder without the prior written consent of Seller’s written consent, which consent shall not be unreasonably withheld withheld. Seller shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateAmerican General, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer FACO and Seller shall promptly notify the each other in writing upon receipt by either of them, or any of their affiliates, or Savings, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Savings for which such other party (or any such other party’s Affiliates) may Seller would be liable under required to indemnify FACO pursuant to this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent Savings' interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Seller (A) shall consult with FACO with respect to participate the resolution of any issue that would affect FACO or Savings in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reductions of loss or credit carryforwards to Savings or FACO), and (iiB) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without Buyer’s written consentthe consent of FACO, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in the defense of any claim for Taxes for a period described in Section 4.16(c) for the portion of the year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder. Neither FACO nor Savings may agree to settle any such proceedings, and (ii) Buyer may not settle claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on the Closing Date that is the subject of indemnification by Seller hereunder without the prior written consent of Seller’s written consent, which consent shall not be unreasonably withheld withheld. Seller shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateFACO, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. (a) Each of Buyer Parent, on the one hand, and Seller Shareholders, on the other hand (the “Tax Indemnified Person”), shall promptly notify the chief tax officer (or other appropriate person) of Shareholders or Parent, as the case may be (the “Tax Indemnifying Person”), in writing upon receipt by the Tax Indemnified Person of written notice of any pending or threatened audits audits, adjustments, claims, examinations, assessments or assessments with respect other proceedings (a “Tax Audit”) which are likely to affect the liability for Taxes for which such other party (or any of such other party, provided, however, that failure to file timely written notice to the other party shall not affect the other party’s Affiliatesindemnification obligations hereunder unless such failure materially adversely affects the other party’s rights to participate in the Tax Audit. (b) may be liable under this Agreement. SellerIf such Tax Audit relates to any taxable period, at its expenseor portion thereof, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateDate or for any Taxes for which RMO is liable in full under this Agreement, including responding RMO shall, at his expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to information or document requests and managing any such audit or proceedingtaxable period, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof thereof, beginning on or after the Closing DateDate or for any Taxes for which Parent is liable in full under this Agreement, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer Parent shall, at its expense, control the complete defense and settlement of any such Tax audit or administrative or court proceeding relating Audit. (c) If such Tax Audit relates to Taxes for which both RMO and Parent are liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each party will control the defense and settlement of Taxes for which it is so liable. If such Tax Audit relates to a taxable year or period beginning after the Closing Date; providedperiod, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Datethereof, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateDate and any Tax item cannot be identified as being a liability of only one party or cannot be separated from a Tax item for which the other party is liable, if Parent may either elect, at its expense, to control the Closing Date is defense and settlement of the Tax Audit or require RMO, at his expense, to control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld. (d) Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in the 2009 calendar year, such defense and to employ counsel of its choice at its expense and shall have the right to consent to any settlement of such Tax Audit (not to be governed by unreasonably withheld) to the second sentence of extent such settlement would have an adverse effect for a period for which that party is not liable for Taxes, under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement or otherwise.

Contest Provisions. Each of Buyer and Seller (a) Capital Growth shall promptly notify the other Shareholders in writing upon receipt by Capital Growth, the Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 15.1 and Article XII. (b) The Shareholders shall control have the complete defense of right to represent Global Capacity’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its their choice at its their expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely the Shareholders shall have no right to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate represent Global Capacity’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating unless the Shareholders shall have first notified Capital Growth in writing of their intention to do so and shall have agreed with Capital Growth in writing that, as between Capital Growth and the Shareholders, the Shareholders shall be liable for any Taxes for a taxable year that result from such audit or period beginning after proceeding. The Surviving Corporation and its representatives shall have the Closing Date; provided, however, that if a settlement or compromise of right to fully participate at their expense in any such audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and Straddle Period ending after the Closing Date. Notwithstanding the foregoing, if the Shareholders shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which adversely affects the liability for Taxes of Capital Growth, Global Capacity or any Affiliate thereof for any period after the Closing Date is to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Capital Growth, which consent may be withheld in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Capital Growth.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholders in writing upon receipt by THK, the PrimaryAds Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 10.1 and Article IX. (b) The Shareholders shall control have the complete defense of right to represent PrimaryAds’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement the Shareholders shall have no right to represent PrimaryAds’ interests in any Tax audit or compromise administrative or court proceeding unless the Shareholders shall have first notified THK in writing of the Shareholders’ intention to do so and shall have agreed with THK in writing that, as between THK and the Shareholders, the Shareholders shall be liable for any such Taxes due in respect of taxable years or periods ending on or before the Closing Date that result from any audit or proceeding. The PrimaryAds Surviving Corporation and its representatives shall have the right to fully participate at their expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend PrimaryAds with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Shareholders shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, PrimaryAds or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the sole discretion of THK unless the Shareholders have indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes with respect to Taxes for which such the other party (or any such other party’s Affiliates) may be liable incur liability under this Agreement. SellerArticle XIV, the party in receipt of such notice promptly shall notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect any party's right to indemnification hereunder unless such failure materially adversely affects the ability of the party that did not receive notice to challenge such Tax audits or assessments. (b) To the extent Seller is financially responsible under the terms of this Agreement for any Taxes payable, Seller shall have the right to control in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of its choice, subject to Buyer’s reasonable approval, at its Seller's expense, . (c) Buyer shall control have the complete defense sole right to represent the interests of the Companies in any Tax audit or administrative or court proceeding relating to Taxes for a with respect to taxable year periods including (but not ending on) or period ending on or before beginning after the Closing Date, including responding Date and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its Buyer's expense; provided. Notwithstanding the foregoing, howeverBuyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that if a settlement or compromise of any such audit or proceeding adversely would be reasonably likely to increase affect the Tax liability of Buyer Seller for any Tax for any Pre‑Closing Tax Period or any create an indemnity obligation on the part of its Affiliates for a taxable period or portion thereof beginning after Seller, without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentprior consent of Seller, which consent shall not be unreasonably conditioned, withheld or delayed. ; provided, however such consent shall not be required to the extent that Buyer shallindemnifies Seller against the effects of such settlement. (d) In addition to Seller's consent rights under Section 14.4(c) above, at its expense, control the complete defense of in connection with any Tax audit or administrative or court proceeding relating concerning income tax liability for which Seller is obligated to Taxes for a taxable year or period beginning after indemnify Buyer under Section 14.1(a), Seller shall have the Closing Date; provided, however, that if a settlement or compromise right to participate in the representation and defense of any the Companies with respect to such audit or proceeding would be reasonably likely proceeding, including without limitation receiving copies of all communications, participating in meetings and settlement discussions, choice of legal counsel, making of settlement offers and decisions and directing of counsel relating to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)proceeding.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholders in writing upon receipt by THK, iLead Surviving Company, THK LLC or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 12.1 and Article X. (b) The Shareholders shall control have the complete defense of right to represent iLead’s interests in any Tax audit or administrative or court Court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement the Shareholders shall have no right to represent iLead’s interests in any Tax audit or compromise administrative or Court proceeding unless the Shareholders shall have first notified THK in writing of the Shareholders’ intention to do so and shall have agreed with THK in writing that, as between THK and the Shareholders, the Shareholders shall be liable for any such Taxes that result from any audit or proceeding. iLead Surviving Company, THK LLC and its representatives shall have the right to fully participate at their expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend iLead with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Shareholders shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of Litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, iLead or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the sole discretion of THK unless the Shareholders has indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and Seller The Purchaser shall promptly notify the other Provant in writing upon receipt by the Purchaser or any of its affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments that may affect any Tax liability for which Provant is liable pursuant to Section 6.2. Provant shall have (i) the sole right to represent the interests of Provant with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of Business in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods commencing after December 14, 1999 and ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense, and (ii) the sole right to settle such audit or proceeding, either administratively or after the commencement of any litigation proceeding relating to Taxes in respect of the Business for any taxable period commencing after December 14, 1999 and ending on or before the Closing Date; provided, however, that in each case, if the outcome of such audit or proceeding is reasonably likely to materially adversely affect the Purchaser (after assuming the payment of any amount to be paid by Provant under Section 6.2) for a settlement taxable period commencing after the Closing Date, the Purchaser shall have the right to assume control of such audit or compromise of proceeding and Provant shall only have a right to participate at its expense in such audit or proceeding and shall have no right to settle such audit or proceeding, provided that the Purchaser shall not have the right to settle any such audit or proceeding would for which Provant may be reasonably likely to increase liable under Section 6.2 without the Tax liability prior written consent of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentProvant, which consent may be withheld in the sole discretion of Provant. In the case of any Straddle Period, Provant shall not be unreasonably withheld or delayed. Buyer shall, entitled to participate at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of the Purchaser, that if a settlement or compromise and at Provant’s sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase proceeding. None of the Tax liability of Seller Purchaser or any of its Affiliates affiliates may agree to settle any Tax claim for a taxable period or portion thereof ending on or before which Provant may be liable under Section 6.2 without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consentconsent of Provant, which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Provant.

Contest Provisions. Each Promptly after receipt by Buyer, Seller or one of Buyer and Seller their Affiliates of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any taxing authority relating to a Pre-Closing Tax Period (a "Tax Claim"), the recipient shall promptly immediately notify the other party hereto. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in writing upon receipt of notice reasonable detail and shall include copies of any pending notice or threatened audits or assessments with other document received from any taxing authority in respect to Taxes for which such other party (or of any such other party’s Affiliatesasserted Tax Claim. The failure of Seller to receive prompt notice from Buyer or its Affiliates as provided herein shall not relieve Seller of any of its obligations under Section 8.3(b) may be liable under this Agreementexcept to the extent such failure has a material adverse effect on the Seller's ability to defend the Tax Claim. Seller, at its expense, Seller shall control have the complete defense of right to represent each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Pre-Closing Date, including responding to information or document requests and managing any such audit or proceedingTax Periods, and shall to employ counsel or other advisors of its Seller's choice at its expense; provided, however, that if a settlement or compromise of Buyer and its representatives shall be permitted, at their expense, to be present at any such audit or proceeding proceeding. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would be reasonably likely to increase materially adversely affect the Tax liability for Taxes of Buyer Buyer, or any of its Affiliates Subsidiary or for a taxable any period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which . Such consent shall not be unreasonably withheld withheld, and shall not be necessary to the extent that (i) the settlement is consistent with the positions previously taken by the Subsidiary, or delayed. (ii) Seller has agreed to indemnify Buyer shall, at its expense, control or the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after Company against the Closing Date; provided, however, that if a settlement or compromise effects of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and (i) Purchaser shall notify Seller shall promptly notify the other in writing upon receipt by Purchaser, any of its Affiliates or, after the applicable Closing Date, any Group Company of notice of any pending Tax audit, assessment, reassessment or threatened audits administrative or assessments with respect court proceeding relating to Taxes a Tax Liability for which Seller may be required to indemnify Purchaser pursuant to Section 5.07(a); provided, that failure to comply with this provision shall not affect Purchaser’s right to indemnification under this Agreement except to the extent such other party (or failure materially impairs Seller’s ability to contest any such other party’s AffiliatesTax Liabilities. (ii) may be liable under this Agreement. Seller, at its expense, Seller shall have the right to control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes a Tax Liability for which Seller is reasonably expected to be required to indemnify Purchaser pursuant to Section 5.07(a) (a taxable year or period ending on or before the Closing Date“Tax Contest”), including responding to information or document requests and managing any such audit or proceeding, and shall employ by employing counsel or other advisors of its Seller’s choice at its Seller’s expense; provided, however, that if a settlement or compromise Seller shall provide reasonable notice to Purchaser in writing of Seller’s intention to do so; provided further, that Purchaser and its Representatives shall be permitted, at Purchaser’s expense, to be present at, and participate in, any such audit or proceeding would (other than any Tax Contest relating to Taxes of any Seller Consolidated Group). Notwithstanding the foregoing, neither Seller nor any Affiliate shall be reasonably likely entitled to increase settle, either administratively or after the commencement of litigation, any Tax liability Contest (other than any Tax Contest relating to Taxes of Buyer any Seller Consolidated Group, which Seller shall solely control) which could adversely affect the Liability for Taxes of Purchaser, any Group Company or any of its Affiliates Affiliate thereof for a any taxable period or portion thereof beginning after the applicable Closing Date without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). (iii) Purchaser shall have the right to control, at its cost and expense, any Tax Contest (other than any Tax Contest relating to Taxes of any Seller Consolidated Group) other than those for which Seller has exercised such right pursuant to Section 5.07(b)(ii), including by employing counsel of Purchaser’s choice at Purchaser’s expense. Notwithstanding the foregoing, neither Purchaser nor any Affiliate (including, after the applicable Closing Date, (iany Group Company) Buyer shall be entitledentitled to settle, at its expenseeither administratively or after the commencement of litigation, any claim for Taxes for which Seller is reasonably expected to be required to indemnify any Purchaser Indemnitee under Section 5.07(a) or which could adversely affect the Liability for Taxes of Seller or any Affiliate thereof for any taxable period, in each case without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed). (iv) Notwithstanding anything herein to the contrary, in no event will Purchaser be permitted to control or otherwise participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax Contest or other audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Consolidated Group.

Contest Provisions. Each of Buyer and Seller Parent or the Company shall promptly notify the other Stockholders’ Agent in writing upon receipt by Parent or any of its Affiliates or the Company or any of its Affiliates, of notice of any pending or threatened federal, state, local, or other foreign income or franchise Tax audits or assessments with respect to Taxes which may materially affect the Tax liabilities of the Company or any Subsidiary for which such other party (or any such other party’s Affiliates) may the Former Securityholders would be liable under required to indemnify Parent pursuant to this Agreement. Seller, at its expense, Parent shall have the sole right to control the complete defense representation of the Company’s or any Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Tax periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of . The Stockholders’ Agent shall be entitled to participate at its expense in any such audit proceeding, subject to the control of Parent. Notwithstanding the foregoing, Parent shall not be entitled to settle, either administratively or proceeding would be reasonably likely after the commencement of litigation, any claim for Taxes relating to increase Tax periods ending on or before the Closing Date which may materially affect the Tax liability liabilities of Buyer the Company or any of its Affiliates Subsidiaries, or Parent or any of its Subsidiaries, for a taxable period or portion thereof beginning after which the Closing Date, (i) Buyer shall Former Securityholders would be entitled, at its expense, required to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding indemnify Parent without Buyer’s the prior written consentconsent of the Stockholders’ Agent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, The Stockholders’ Agent shall be entitled to participate at its expense in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to claim for Taxes for a taxable year or Tax period beginning on or before and ending after the Closing Date, if Date which may be the Closing Date is in the 2009 calendar year, such defense shall be governed subject of indemnification by the second sentence Former Securityholders, subject to the control of this Section 6.5(i); Parent, and, with the written consent of Parent, and if at the Closing Date is in sole expense of the 2010 calendar yearFormer Securityholders, may assume the entire defense of such defense shall be governed by the third sentence of this Section 6.5(i)Tax claim.

Contest Provisions. Each of Buyer and Seller (a) The Purchaser shall promptly notify the other Minto Delaware in writing upon receipt by the Purchaser, the Company or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (Minto Delaware or any such other party’s Affiliates) Minto Holdings may be liable under this Agreement. Sellerpursuant to Section 9.1 and Article X. (b) Notwithstanding Section 10.2, at its expense, Minto Delaware shall control have the complete defense of right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingInitial Closing, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely Minto Delaware shall have no right to increase represent the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate Company’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating unless Minto Delaware shall have first notified the Purchaser in writing of its intention to do so and shall have agreed with the Purchaser in writing that, as between the Purchaser, on the one hand, and Minto Delaware and Minto Holdings, on the other hand, Minto Delaware and Minto Holdings shall be liable for any Taxes for that result from such audit or proceeding attributable to taxable periods ending on before the Initial Closing. The Company and its representatives shall cooperate with Minto Delaware in such a taxable year or period beginning after proceeding and shall have the Closing Date; provided, however, that if a settlement or compromise of right to participate fully at their expense in any such audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof Straddle Period ending on or before after the Closing DateInitial Closing. Notwithstanding the foregoing, (i) Seller, at its expense, Minto Delaware shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which adversely affects the liability for Taxes of the Purchaser, the Company or any Affiliate thereof for any period after the Initial Closing to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer without the prior written consent of the Purchaser, provided however that Purchaser’s consent may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Tribune in ------------------ writing upon receipt by Buyer, any of its Affiliates, the Company or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Tribune may be liable under this Agreementpursuant to Section 11.1(a). Seller, at its expense, --------------- Tribune shall control have the complete defense of sole right to represent the Company's and each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Tribune may be liable pursuant to Section 11.1(a), --------------- and to employ counsel of its choice at its expense. In the case of a Straddle Period, Buyer shall control any audit, administrative or court proceeding, but Tribune shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Tribune's sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates, the Company or any Subsidiary may settle any Tax claim for any taxable year or period ending on or before the Closing DateDate (or for any Straddle Period) which may be the subject of indemnification by Tribune under Section 11.1(a), including responding or otherwise relating to information or document requests and managing any such audit or proceedingTaxes which Tribune may be --------------- liable pursuant to Section 11.1(a), and shall employ counsel or other advisors without the prior written consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent--------------- Tribune, which consent shall not may be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Tribune.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Aon in writing upon receipt by Buyer, any of its Affiliates, the Company or the Subsidiaries of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect (“Tax Contest”) relating to Taxes taxable periods ending on or before the Closing Date or which might otherwise affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Aon may be liable pursuant to this Section 8.1; provided, however, that a failure to give such notice will not affect the rights of Buyer, the Company or the Subsidiaries to indemnification under this Agreement. Seller, at its expense, Agreement except and only to the extent that such failure impairs the ability of Aon or Seller to contest such Tax Contest. (ii) Aon shall control have the complete defense of right to represent the Company’s and the Subsidiaries’ interests in any Tax audit or administrative Contest or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Seller may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 8.1, and shall to employ counsel or other advisors of its choice at its own expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates the issues raised in such Tax Contest or court proceeding (other than a Tax Contest or court proceeding relating to a combined, consolidated or unitary return that includes an entity other than the Company or the Subsidiaries) could have a material impact on Taxes or Tax positions of Buyer, the Company or the Subsidiary for a taxable year or period or portion thereof beginning ending after the Closing Date, (i) then Buyer shall be entitled, have the right to participate at its expenseown expense in the conduct and resolution of such Tax Contest or court proceeding. In the case of a Straddle Period, Seller shall be entitled to participate at its own expense in any Tax Contest or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such audit Straddle Period ending on and including the Closing Date. If Seller or proceedingAon shall have the right to control the conduct and resolution of any Tax Contest but elect in writing not to do so, then Buyer shall have the right to control the conduct and resolution of such Tax Contest, provided that Buyer shall keep Seller informed of all developments on a timely basis and shall not settle any such Tax Contest without the approval of Seller (iiwhich approval shall not be unreasonably withheld) if such Tax Contest could result in any indemnification obligation for Seller. Notwithstanding the foregoing, Seller may shall not settle or compromise any Tax Contest if such audit settlement or proceeding compromise would adversely affect the Taxes or Tax position of Buyer, the Company or any Subsidiary for a taxable year or period ending after the Closing Date without Buyer’s prior written consent, consent (which consent shall not be unreasonably withheld or delayed. withheld) unless Seller agrees to indemnify Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any from and against such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)adverse effect.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes with respect to Taxes which the other party may incur liability under this Article VII, the party in receipt of such notice promptly shall notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect any party’s right to indemnification hereunder unless such failure materially adversely affects the ability of the party that did not receive notice to challenge such Tax audits or assessments. (b) Seller shall have the sole right to represent the interests of the Company or any Company Subsidiary in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date (or for which such other party (or any such other party’s Affiliates) the Seller may otherwise be liable required to indemnify the Buyer under this Agreement), and to employ counsel of its choice at Seller’s expense. SellerNotwithstanding the foregoing, at its expenseSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes with respect to any Return of either Company or any Company Subsidiary (or modify any such Return) that adversely would affect the liability for Taxes of Buyer or the Company for any period beginning on or after the Closing Date or create an indemnity obligation on the part of Buyer without the prior written consent of Buyer, which consent shall control not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to the complete defense extent that Seller indemnifies Buyer against the effects of such settlement. (c) Buyer shall have the sole right to represent the interests of the Company or any Company Subsidiary in any Tax audit or administrative or court proceeding relating to Taxes for a with respect to taxable year periods including (but not ending before) or period ending on or before beginning after the Closing Date, including responding Date (and for which the Seller may otherwise be required to information or document requests indemnify the Buyer under this Agreement) and managing any such audit or proceeding, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement Buyer shall not be entitled to settle, either administratively or compromise after the commencement of litigation, any such audit or proceeding claim regarding Taxes that adversely would be reasonably likely to increase affect the Tax liability of Buyer Seller (including any Taxes that may be payable by any indirect owners of Seller) for any Tax or any create an indemnity obligation on the part of its Affiliates for a taxable period or portion thereof beginning after Seller, without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentprior consent of Seller, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Buyer indemnifies Seller against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence of Seller pursuant to this Section 6.5(i); and if the Closing Date is in the 2010 calendar year7.3, such defense shall be governed by the third sentence of this Section 6.5(i)Seller may continue or initiate any further proceedings at its own expense.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Company or any of its Subsidiaries of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the tax liabilities of the Company or any of its Subsidiaries for which Seller would be required to indemnify Buyer pursuant to Section 5.1(a), but no failure to give such notice shall relieve Seller of any liability hereunder except to the extent, if any, that the rights of Seller with respect to Taxes for which such other party (claim are actually prejudiced. Seller shall have the right to represent the Company or any of its Subsidiaries’ (and upon assuming such right, no other party’s AffiliatesPerson will have the right to represent the Company and its Subsidiaries) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in and manage any Income Tax audit or administrative or court proceeding relating to Taxes for a taxable year years or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Seller may not agree to settle any Income Tax claim which would materially adversely affect Buyer, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer Company or any of its Affiliates for a their Subsidiaries in any taxable period or portion thereof beginning ending after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in such proceedingsthe defense of any claim for Income Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 5.1(a) and, with the written consent of Buyer, and (ii) Buyer may not settle or compromise such audit or proceeding without at Seller’s expense, may assume the entire defense of such Income Tax claim. Neither Buyer nor the Company nor any of its Subsidiaries may agree to settle any Income Tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller under Section 5.1(a) without the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Aon in writing upon receipt by Buyer, any of its Affiliates or the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect relating to taxable periods ending on or before the Closing Date or which might otherwise affect the Tax liabilities for which Aon may be liable pursuant to this Section 8.1. (ii) Aon shall have the sole right to represent the Companies’ interests in any Tax audit or administrative or court proceeding to the extent that such audit or proceeding relates to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which such other party (or any such other party’s Affiliates) Aon may be liable under pursuant to this Agreement. SellerSection 8.1, and to employ counsel of their choice at its their expense, provided, however, that Aon shall control not settle or otherwise agree to resolve any such audit or proceeding if such settlement or other resolution would have a material adverse impact on Buyer or any of the complete defense Companies without consent of Buyer, which consent shall not unreasonably be withheld or delayed. In the case of a Straddle Period, Aon shall be entitled to participate at their expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period attributable to the portion of such Straddle Period ending on or before and including the Closing DateDate and, including responding to information or document requests with the written consent of Buyer, and managing any at Aon’s sole expense, may assume the entire control of such audit or proceeding. None of Buyer, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates or the Companies may settle any Tax claim for a taxable period or portion thereof beginning after any Taxes for which Aon may be liable pursuant to Section 8.1(a), without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s prior written consentconsent of Aon, which consent shall may not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each If, after the Closing, the Purchaser or any of Buyer and Seller shall promptly notify the other in writing upon receipt of its Affiliates receives written notice from a Governmental Authority of any pending or threatened Tax audits or assessments with respect to or other disputes, assessments or proceedings concerning Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit Company or administrative or court proceeding relating to Taxes Subsidiary for a taxable year or period ending on or before prior to the Closing DateDate or a Straddle Period and with respect to which the Sellers are responsible under this Agreement (a “Tax Proceeding”), including responding the Purchaser shall promptly notify the Sellers of the Tax Proceeding in writing and in any event within ten (10) days after receiving the notice of the Tax Proceeding; provided, that the failure of Purchaser to information timely give such notice shall not relieve the Sellers of any of their obligations under this Agreement, except to the extent that the Sellers are actually and materially prejudiced by such failure. The Sellers shall have the right to elect to control any Tax Proceeding relating solely to a taxable period ending on or document requests prior to the Closing Date and managing any such audit or proceeding, and shall to employ counsel or other advisors of its their choice at its their expense; provided, however, that if a settlement or compromise (A) Sellers shall keep Purchaser reasonably informed regarding any material development of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer Proceeding and shall be entitled, at its expense, permit Purchaser to participate in such audit or proceedingTax Proceeding at its own expense (to the extent such participation is permitted by the applicable Governmental Authority), and (iiB) Seller may Sellers shall not settle settle, compromise or compromise abandon any such audit or proceeding Tax Proceeding without Buyer’s the prior written consentconsent of Purchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, control In the complete defense case of (i) any Tax audit or administrative or court proceeding Proceeding relating to Taxes for a taxable year period ending on or period beginning after prior to the Closing DateDate that Sellers do not timely elect to assume the control of or (ii) any Tax Proceeding relating to any Straddle Period, Purchaser shall have the right to control such Tax Proceeding and to employ counsel of its choice; provided, however, that if a settlement or compromise (A) Purchaser shall keep Sellers reasonably informed regarding any material development of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, Proceeding and shall be entitled permit Sellers to participate in such proceedingsTax Proceeding at their own expense (to the extent such participation is permitted by the applicable Governmental Authority), and (iiB) Buyer may Purchaser shall not settle settle, compromise or compromise abandon any such audit or proceeding Tax Proceeding without Seller’s obtaining the prior written consent, consent of Sellers (which consent shall not be unreasonably withheld withheld, conditioned or delayed). With Notwithstanding the foregoing, the rights of the Sellers with respect to any Tax Proceeding shall be subject to any rights of the defense insurer with respect to such Tax Proceeding pursuant to the Representations and Warranties Insurance Policy, unless the Sellers agree that the Sellers will be fully liable for any Losses resulting from such Tax Proceeding. This Section 8.3 shall not apply to the audit of any Tax Seller Consolidated Return and the Sellers will have the exclusive right to control, at its own expense, any audit of a Seller Consolidated Return, including, without limitation, any disposition or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, settlement of such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)audit.

Contest Provisions. Each of The Buyer and Seller shall promptly notify the other Sellers in writing upon receipt by the Buyer or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may affect the tax liabilities of the Company for which such other party (or the Sellers would be required to indemnify the Buyer pursuant to Section 12.1(a), provided that failure to comply with this provision shall not affect the Buyer's right to indemnification hereunder. The Sellers shall have the sole right to represent the Company's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date to any extent (including responding to information the imposition of income tax deficiencies, the reduction of asset basis or document requests and managing cost adjustments, the lengthening of any such audit amortization or proceedingdepreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Buyer. Such consent shall not be unreasonably withheld, and shall employ counsel or other advisors of its choice at its expense; provided, however, not be necessary to the extent that if a settlement or compromise the Sellers have indemnified the Buyer against the effects of any such audit or proceeding would settlement. The Sellers shall be reasonably likely entitled to increase participate at their expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by the Sellers pursuant to Section 12.1(a) and, (i) Buyer shall be entitledwith the written consent of the Buyer, and at its their sole expense, may assume the entire defense of such tax claim. Neither the Buyer nor the Company may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by the Sellers under Section 12.1(a) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of the Sellers, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller (i) Purchaser shall promptly notify the other Seller Representative in writing upon receipt by Purchaser, any of its Affiliates, or, after the Closing Date, the Company or any Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes for which such other party any Pre-Closing Tax Period. (or any such other partyii) From and after the Closing, Seller Representative shall have the sole right to represent the Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control and the complete defense of Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Pre-Closing DateTax Period (other than a Straddle Period), including responding and to information or document requests employ counsel of Seller Representative’s choice at Seller Representative’s expense; provided, further, that Purchaser and managing its representatives shall be permitted, at Purchaser’s expense, to be present at, and participate in, any such audit or proceeding, . From and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateClosing, (i) Buyer Purchaser shall be entitled, at its expense, have the sole right to participate represent the Company’s and the Subsidiaries’ interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing DateStraddle Period, and to employ counsel of Purchaser’s choice at Purchaser’s expenses; provided, however, that if a settlement or compromise of the Seller Representative and its representatives shall be permitted, at the Seller Representative’s expense, to be present at, and participate in, any such audit or proceeding would be reasonably likely relating to increase the a refund of (or credit against) Income Taxes allocable to such Pre-Closing Tax liability Period. None of Seller or Purchaser, any of its Affiliates for a taxable period Affiliates, the Company or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, any Subsidiary shall be entitled to participate settle, either administratively or after the commencement of litigation, any claim for Taxes in such proceedingsrespect of any Pre-Closing Tax Period or any Tax Reduction, and without the prior written consent of the Seller Representative (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not to be unreasonably withheld withheld, delayed or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(iconditioned).

Contest Provisions. Each of Seller and Buyer and Seller shall promptly notify the other Party in writing upon receipt (including receipt by Affiliates of Seller or Buyer) of any written notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating that pertains to Taxes for or is reasonably expected to affect a taxable year Company Group Member with respect to any Pre-Closing Tax Period or period ending on or before any Straddle Period. With respect to such proceeding that pertain to a Pre-Closing Tax Period, Seller shall have the Closing Date, including responding sole right to information or document requests and managing control any such audit Tax audit, examination, assessment or proceeding, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of and its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer representatives shall be entitledpermitted, at its Buyer’s expense, to be present at, and participate in in, any such audit audit, examination, assessment or proceeding (except to the extent such audit, examination, assessment or proceeding pertains to a Tax Return of a Consolidated Tax Group or to the Tax information of any Seller Group Member. With respect to such proceeding that pertain to a Straddle Period, Buyer shall have the sole right to control any such Tax audit, examination, assessment or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, to employ counsel of its choice at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of Seller and its representatives shall be permitted, at Seller’s expense, to be present at, and participate in, any such audit audit, examination, assessment or proceeding would be reasonably likely (except to increase the extent such audit, examination, assessment or proceeding pertains to a Tax Return of a Consolidated Tax Group or to the Tax liability information of Buyer or an Affiliate of Buyer other than a Company Group Member). Neither Seller nor any Affiliate of Seller or (with respect to a proceeding involving a Pre-Closing Tax Period), and neither Buyer nor any Affiliate of its Affiliates for Buyer (with respect to a taxable period or portion thereof ending on or before the Closing Date, (iproceeding involving a Straddle Period) Seller, at its expense, shall be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could reasonably be expected to adversely affect the liability for Taxes for which the other party may be liable under this Agreement without the prior written consent of the other party (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld delayed, conditioned or delayed. With withheld); provided, however, each of Seller and Buyer shall be permitted to settle any claim for Taxes to the extent such claim relates solely to, with respect to the defense Seller, a Seller Group Member, and with respect to Buyer, either Buyer or an Affiliate of any Tax audit or administrative or court proceeding relating to Taxes for Buyer other than a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Company Group Member.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholder in writing upon receipt by THK, the RESO Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholder may be liable under this Agreement. Seller, at its expense, pursuant to Section 10.1 and Article IX. (b) The Shareholder shall control have the complete defense of right to represent RESO’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its his choice at its expense; provided, however, that if a settlement the Shareholder shall have no right to represent RESO’s interests in any Tax audit or compromise administrative or court proceeding unless the Shareholder shall have first notified THK in writing of the Shareholder’s intention to do so and shall have agreed with THK in writing that, as between THK and the Shareholder, the Shareholder shall be liable for any such Taxes that result from any audit or proceeding. RESO Surviving Corporation and its representatives shall have the right to fully participate at their expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend RESO with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Shareholder shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, RESO Surviving Corporation or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the sole discretion of THK unless the Shareholder has indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Dover in writing upon receipt by Buyer or any of its Affiliates of notice in writing of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes any taxable period ending on or before the Closing Date or any Straddle Period or relating to a Tax for which such other party (or any such other party’s Affiliates) Dover may be liable under pursuant to this Agreement. Seller, at its expense, . (ii) Dover shall control have the complete defense of sole right to represent each Acquired Company’s interests in any Tax audit or administrative or court proceeding Proceeding with any Governmental Entity relating to Taxes for (“Tax Proceeding”) (x) relating to a taxable year or period ending on or before the Closing Date, including responding (y) relating to information the VAT Issue, or document requests and managing (z) relating to Taxes payable in connection with a Tax Return filed by any such audit Consolidated Tax Group (other than one consisting solely of one or proceedingmore Acquired Companies), and shall to employ counsel or other advisors of its Dover’s choice at its Dover’s expense; provided, however, that if a settlement that, except to the extent related to the VAT Issue or compromise any Taxes described in clause (z), (A) Dover shall inform Buyer of the status of any such audit Tax Proceeding, (B) Dover shall provide Buyer (at Buyer’s cost and expense) with complete and accurate copies of any pleadings, correspondence and other documents (in each case, as Buyer may reasonably request in writing) in respect of any such Tax Proceeding, (C) Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Tax Proceeding, (D) Dover shall consult with Buyer prior to any settlement of any such Tax Proceeding and (E) Dover shall, prior to any proposed settlement by Dover of any such Tax Proceeding that could reasonably be expected to materially adversely affect Buyer or proceeding the Acquired Companies in any taxable period (including portions of any Straddle Period) ending after the Closing Date or give rise to a Tax payment upon such settlement for which Buyer may be liable pursuant to Section 5.1(a)(ii), (I) notify Buyer in writing of the terms of such proposed settlement, stating that Dover is prepared to, and has received reasonable assurances from the applicable Governmental Entity that it is prepared to, settle the Tax Proceeding on the basis of such terms and (II) provide to Buyer such other information in Dover’s possession as may be reasonably necessary to allow Buyer to evaluate the consequences of such proposed settlement. Within thirty (30) days after receiving a notice described in clause (E) of the preceding sentence, Buyer shall notify Dover in writing either (1) that Buyer agrees to such settlement, in which case Dover shall be entitled to settle such Tax Proceeding in accordance with such terms, or (2) that Buyer does not agree to such settlement, and agrees in writing that Buyer (i) shall represent the relevant Acquired Company’s interests in any such Tax Proceeding, (ii) shall waive any right to indemnification relating to such Tax Proceeding in excess of the indemnification that would be reasonably likely payable upon settlement of such Tax Proceeding on such terms, and (iii) shall indemnify and hold harmless the Dover Indemnified Parties from and against all Losses attributable to increase such Tax Proceeding (other than Dover’s indemnification obligation based on the proposed settlement), in which case Buyer shall have the sole right to represent the Acquired Company’s interests in such Tax liability Proceeding (provided that Dover and its representatives shall be permitted, at Dover’s expense, to be present at, and participate in, any such Tax Proceeding); provided that any failure by Buyer to timely provide such notice shall be deemed to be notice as described in clause (1). (iii) Buyer shall have the sole right to represent any Acquired Company’s interests in any other Tax Proceeding (including, for the avoidance of Buyer doubt, any such Tax Proceeding relating to a Straddle Period other than a Tax Proceeding relating to the VAT Issue or any Tax described in clause (z) of its Affiliates the first sentence of Section 5.1(c)(ii)); provided, however, that, with respect to any such Tax Proceeding relating to a Tax for a which Dover may be liable pursuant to this Agreement, Buyer shall consult with Dover prior to any settlement of any such Tax Proceeding. In addition, except in the case of the VAT Issue or Taxes described in clause (z) of the first sentence of Section 5.1(c)(ii), Buyer shall have the sole right to represent any Acquired Company’s interests in any Tax Proceeding relating to any taxable period or portion thereof beginning Tax with respect to which Dover otherwise had the sole right to undertake such representation to the extent that Dover failed, after reasonable notice from Buyer, to undertake such representation in a timely manner and Buyer provides notice, and agrees in writing, in the manner set forth in clause (2) of the second sentence of Section 5.1(c)(ii) (with the amount payable upon failure to pursue such representation being treated as the settlement amount). With respect to any Tax Proceeding that Buyer controls in accordance with this Section 5.1(c)(iii) other than a Tax Proceeding relating to a Tax Return of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that, at any time after the Closing Date, (i) Buyer shall be entitledincludes any Acquired Company and any entity that is not an Acquired Company or a successor to an Acquired Company, or any other group of entities filing Tax Returns on a combined, consolidated or unitary basis that, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning time after the Closing Date; provided, howeverincludes any Acquired Company and any entity that is not an Acquired Company or a successor to an Acquired Company, that if a Buyer shall, prior to any proposed settlement or compromise by Buyer of any such audit or proceeding would Tax Proceeding that could reasonably be reasonably likely expected to increase materially adversely affect the Tax liability of Seller or Dover Indemnified Parties in any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date (or the portion of any Straddle Period ending on the Closing Date) or give rise to a Tax upon such settlement for which Dover may be liable pursuant to this Agreement, (iI) Sellernotify Dover in writing of the terms of such proposed settlement, at its expensestating that Buyer is prepared to, and has received reasonable assurances from the applicable Governmental Entity that it is prepared to, settle the Tax Proceeding on the basis of such terms and (II) provide to Dover such other information in Buyer’s possession as may be reasonably necessary to allow Dover to evaluate the consequences of such proposed settlement. Within thirty (30) days after receiving a notice described in clause (I) of the preceding sentence, Dover shall notify Buyer in writing either (1) that Dover agrees to such settlement, in which case Buyer shall be entitled to participate settle such Tax Proceeding in accordance with such proceedingsterms, or (2) that Dover does not agree to such settlement, and agrees in writing that Dover (i) shall represent the relevant Acquired Company’s interests in any such Tax Proceeding, (ii) shall waive any right to indemnification relating to such Tax Proceeding in excess of the indemnification that would be payable upon settlement of such Tax Proceeding on such terms, and (iiiii) shall indemnify and hold harmless the Buyer may not settle or compromise Indemnified Parties from and against all Losses attributable to such audit or proceeding without SellerTax Proceeding (other than Buyer’s written consentindemnification obligation based on the proposed settlement), in which consent case Dover shall not be unreasonably withheld or delayed. With respect have the sole right to represent the defense of any Acquired Company’s interests in such Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before Proceeding (provided that Buyer and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense its representatives shall be governed by the second sentence of this Section 6.5(ipermitted, at Buyers expense, to be present at, and participate in, any such Tax Proceeding); and if the Closing Date is in the 2010 calendar year, provided that any failure by Dover to timely provide such defense notice shall be governed by the third sentence of this Section 6.5(ideemed to be notice as described in clause (1).

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Company or its Subsidiaries for which such other party (or Seller would be required to indemnify Buyer pursuant to Section 5.2(a), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. Seller shall have the sole right to represent the Company's and its Subsidiaries interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Buyer or the Company or its Subsidiaries for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise Seller has indemnified Buyer against the effects of any such audit settlement. Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or proceeding would period ending after the Closing Date which may be reasonably likely the subject of indemnification by Seller pursuant to increase Section 5.2(a) and, with the Tax liability written consent of Buyer or Buyer, and at its sole expense, may assume the entire defense of such tax claim. Neither Buyer, the Company nor any of its Affiliates Subsidiaries may agree to settle any tax claim for a taxable the portion of the year or period or portion thereof beginning after ending on the Closing Date, (iDate which may be the subject of indemnification by Seller under Section 5.2(a) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each (i) Promptly after receipt by Purchaser, the Company, Seller or any of Buyer and Seller shall promptly notify the other in writing upon receipt their Affiliates of written notice of the assertion or commencement of any pending claim, assessment, deficiency, audit, review, examination or threatened audits other proposed change or assessments with respect adjustment by any tax authority or any judicial or administrative proceeding (each, a “Tax Claim”) relating to Taxes for which such other party a taxable period (or any such other party’s Affiliatesportion thereof) may be liable under this Agreement. Seller, at its expense, shall control of the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Company ending on or before the Closing Date, including responding the recipient will notify in writing Purchaser and/or Seller, as applicable. Such notice must contain factual information (to information or the extent known) describing the Tax Claim in reasonable detail and must include copies of the notice and any other document requests and managing received from any tax authority in respect of any such audit or proceedingTax Claim. Seller will have the right to control and direct the conduct, defense, prosecution, settlement and shall compromise of such Tax Claim and to employ counsel or other advisors of its his choice at its expensehis expense in connection therewith; provided, however, that if a settlement or compromise of Purchaser and its representatives will be permitted, at their expense, to be present at all proceedings and to review all correspondence and submissions related to any such audit Tax Claim. Notwithstanding the foregoing, Seller will not be entitled to settle, concede or proceeding compromise, either administratively or after the commencement of litigation, any such Tax Claim, which would be reasonably likely to increase adversely affect the Tax liability for Taxes of Buyer Purchaser or the Company for any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateDate without the prior written consent of Purchaser (which consent will not be unreasonably withheld, (i) Buyer shall be entitled, at its expense, to participate in such audit delayed or proceeding, and conditioned). (ii) Seller may not settle or Purchaser will have the right to control and direct the conduct, defense, prosecution, settlement and compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit Claim against the Company pertaining to periods (or administrative or court proceeding relating to Taxes for a taxable year or period portions thereof) beginning after the Closing Date; provided, however, provided that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or neither Purchaser nor any of its Affiliates for a taxable period or portion thereof ending on or before (including the Closing Date, (iCompany) Seller, at its expense, shall will be entitled to participate in such proceedingssettle, and concede or compromise, either administratively or after the commencement of litigation, any Tax Claim which would adversely affect the liability for Taxes of Seller or his indemnification obligations to Purchaser under this Agreement without the prior written consent of Seller (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall will not be unreasonably withheld withheld, delayed or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence conditioned). (iii) The provisions of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year8.6 shall apply, such defense shall be governed by the third sentence notwithstanding any contrary provision of this Section 6.5(i)ARTICLE 8.

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2, provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs Seller’s ability to contest any such Tax liabilities. (ii) Seller shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2 and which relate to taxable periods ending on or before the Closing Date, and to employ counsel of Seller’s choice at Seller’s expense; provided, however, that Seller shall have no right to represent the Company’s interests in any Tax audit or administrative or court proceeding unless Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if any, chosen by Seller in connection therewith, and shall have agreed with Buyer in writing that, as between Buyer and Seller, Seller shall be liable for any Losses and Expenses relating to Taxes that result from such audit or proceeding; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding. Nothing herein shall be construed to impose on Buyer or any Affiliate thereof any obligation to defend the Company in any Tax audit or administrative or court proceeding. Buyer shall have the sole right to defend the Company with respect to Taxes for which such other party (or any issue arising with respect to any such other party’s Affiliates) may be liable Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this AgreementAgreement with respect to such issue. SellerNotwithstanding the foregoing, at its expenseSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could reasonably be expected to adversely affect the liability for Taxes of any Buyer Group Member or the Company for any period after the Closing Date to any extent unless Seller has received the prior written consent of Buyer, which consent shall control not be unreasonably withheld. (iii) In the complete defense case of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateStraddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall have the sole right to represent the Company’s interests and Seller shall be entitled, at its expense, entitled to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing DateDate for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2; provided, however, that if a settlement or compromise of any to the extent that such audit or proceeding relates solely to Tax liabilities for which Sellers would be reasonably likely required to increase indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2 and to the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof of such Straddle Period ending on or before the Closing Date, (iDate this Section 6.2(c)(iii) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before apply and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense Section 6.2(c)(ii) shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)apply.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates, or any of the Acquired Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to this Agreement. Seller, at its expense, Section 8.1. (ii) Seller shall have the sole right to represent each Acquired Company’s interests in and control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingTaxes for which Seller may be liable pursuant to this Section 8.1, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that (A) Buyer shall be entitled to participate at its expense in any such Tax audit or administrative or court proceeding and (B) Seller shall not settle any such Tax audit or administrative or court proceeding without the prior written consent of Buyer, if a the effect of such settlement could be to materially increase the Taxes payable by Buyer or compromise the Acquired Companies for any taxable year or period beginning after the Closing Date or the portion of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof Straddle Period beginning after the Closing Date. In the case of a Straddle Period, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of Buyer, that if a settlement or compromise and at Seller’s sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase the Tax liability proceeding. None of Seller Buyer, any of its Affiliates, or any of its Affiliates the Acquired Companies shall settle any Tax claim for a taxable period or portion thereof ending on or before any Taxes for which Seller may be liable pursuant to paragraph (a) of this Section 8.1 without the Closing Date, (i) prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall may not be unreasonably withheld withheld, conditioned or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Aon in writing upon receipt by Buyer, any of its Affiliates, the Companies or the Subsidiaries of notice of any pending or threatened audits federal, state or local Tax audits, examinations or assessments with respect relating to Taxes taxable periods ending on or before the Closing Date or which might otherwise affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Aon may be liable under pursuant to this Agreement. Seller, at its expense, Section 8.1. (ii) Aon shall control have the complete defense of sole right to represent the Companies’ and the Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Aon may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 8.1, and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a Straddle Period, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer Aon shall be entitled, entitled to participate at its expense, to participate expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Aon’s sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates, the Companies or the Subsidiaries may settle any Tax claim for a taxable any Taxes for which Aon may be liable pursuant to Section 8.1(a), without the prior written consent of Aon, which consent may not be unreasonably withheld. Aon shall not enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect any Buyer Group Member for such year or period beginning after a subsequent year without the Closing Date; providedprior written consent of Buyer, howeverwhich consent may not be unreasonably withheld. Aon and Buyer agree to cooperate, that if a settlement and Buyer agrees to cause the Companies to cooperate, in the defense against or compromise of any such claim in any audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)proceeding.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Vectron in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes any taxable period ending on or before the Closing Date or any Straddle Period or relating to a Tax for which such other party Vectron may be Liable pursuant to this Agreement. (ii) Vectron shall have the sole right to represent the Acquired Company’s interests in any Tax Proceeding relating to a taxable year ending on or before the Closing Date relating to a Tax for which Vectron would be liable pursuant to this Agreement, and to employ counsel of Vectron’s choice at Vectron’s expense; provided, however, that, except to the extent related to any combined, consolidated or unitary Tax Return, Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such other party’s Affiliates) may Proceeding. Neither Buyer nor any Affiliate of Buyer shall be liable under this Agreement. Sellerentitled to settle, at its expenseeither administratively or after the commencement of a Proceeding, shall control any claim for Taxes which could adversely affect the complete defense of any Tax audit or administrative or court proceeding Liability for Taxes relating to Taxes for a any taxable year or period ending on or before the Closing Date, including responding Date or relating to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding Tax for which Vectron would be reasonably likely liable pursuant to increase this Agreement without the Tax liability prior written consent of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateVectron, (i) Buyer shall be entitled, at its expense, not to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, Vectron may discharge at any time its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of indemnification obligation under this Section 6.5(i); and if 5.1 by paying Buyer the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of amount payable pursuant to this Section 6.5(i)5.1, calculated on the date of such payment.

Contest Provisions. Each of (a) In the event (i) either Seller or their Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) The Sellers shall have the sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Separate Return which would adversely affect the liability for Taxes of Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, and such consent shall not be necessary to the extent that the Sellers have indemnified Buyer against the effect of any such other party’s Affiliatessettlement. (c) may be liable under this Agreement. Seller, at its expense, Buyer shall control have the complete defense sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of its choice at its expense, provided that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of Sellers for a taxable year or any Taxes for any period ending on or before the Closing Date, including responding to information Date or document requests and managing for any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentStraddle Period, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Buyer has indemnified Sellers against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Sellers pursuant to this section, the Sellers may continue or initiate any further proceedings at its own expense, provided that the liability of the Buyer, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Dover US in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of written notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect which would reasonably be expected to Taxes affect the Tax liabilities for which such other party (or any such other party’s Affiliates) may Dover US would be liable under pursuant to this Agreement. Seller, Section 8.1. (ii) Dover US shall have the right at its expense, shall control sole cost and expense to represent the complete defense of Acquired Companies’ interests in any income Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingSeller Indemnified Taxes, and shall to employ counsel or other advisors of its choice at its expense; providedprovided that, howeverother than in the case of a proceeding relating to a Seller Combined Return, that Dover US (w) notifies Buyer of its election to control such proceeding within ten (10) days of receiving notice thereof, (x) prosecutes such proceeding diligently and in good faith, (y) keeps Buyer reasonably informed regarding the status of such proceeding and (z) does not agree to any settlement of such proceeding if a such settlement or compromise of any such audit or proceeding would reasonably be reasonably likely expected to increase adversely affect the Tax tax liability of a Buyer or Group Member for any of its Affiliates for a taxable Tax period (or portion thereof thereof) beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shallIn the case of a Straddle Period, Dover US shall be entitled to participate at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of Buyer, that if a settlement or compromise and at Dover US’s sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase the Tax liability proceeding. None of Seller or Buyer, any of its Affiliates or any of the Acquired Companies may settle any Tax claim for a taxable period or portion thereof ending on or before any Seller Indemnified Taxes without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consent, consent of Dover US. which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Sellers in writing upon receipt by Buyer or any of its Tax Affiliates of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (proposed audit, or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of assessment or claim in any Tax audit or any administrative or court judicial proceeding relating which may materially affect the Tax liabilities of the Companies for which Sellers would be required to Taxes for a taxable year or period ending on or before the Closing Date, including responding indemnify Buyer pursuant to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors paragraph (a) of its choice at its expensethis Section 7.5; provided, however, that if a settlement failure to give such notice will not affect Buyer's right to indemnification under this Section 7.5 except to the extent that Sellers have been actually prejudiced as a result of such failure. In the case of a proposed Tax assessment or compromise of any such audit or proceeding would be reasonably likely claim that relates to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing Date, (iA) Seller, at its expense, shall be entitled to both Buyer and Sellers may participate in the conduct of the audit or administrative or judicial proceeding involving such proceedings, assessment or claim (at their own expense) and (iiB) provided that Sellers have acknowledged in writing their liability to indemnify Buyer against the full amount of any adjustment which may not settle be made as a result of such audit or compromise proceeding, Sellers may elect to control (at their expense) the conduct of such audit or proceeding without Seller’s written consent, (but only to the extent that such audit or proceeding relates solely to a potential adjustment for which consent shall Sellers have acknowledged their liability and the issue underlying the proposed adjustment does not be unreasonably withheld or delayedrecur for any taxable period ending after the Closing Date). With respect to a proposed tax assessment or claim for which either Sellers (as evidenced by their acknowledgment hereunder) and any Buyer, the defense Companies or their Affiliates could be liable, or which involves an issue that recurs for any period ending after the Closing Date (whether or not the subject of audit at such time), (A) both Buyer and the Sellers may participate in the audit, administrative or judicial proceeding involving such assessment or claim (at their own expense), and (B) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the assessment or claim and any corresponding adjustments that may reasonably be anticipated for future taxable periods. In the case of any Tax audit or administrative or court judicial proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by this paragraph (c), the second sentence controlling party shall have the authority to settle or 41 37 compromise any proposed Tax claim or assessment, provided however that neither Buyer nor Sellers shall enter into any compromise or agree to settle any claim or assessment pursuant to any Tax audit or administrative or judicial proceeding which would adversely affect the other party without the written consent of this Section 6.5(i); and if the Closing Date is in the 2010 calendar yearother party, such defense shall which consent may not be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer and Seller Acquiror shall promptly notify the other Parent, as soon as reasonably practicable, in writing upon receipt by Acquiror, any of its Affiliates, or any Target Entity of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (Parent or any such other party’s Affiliates) of its Affiliates may be liable under this Agreementliable. Seller, at Parent or its expense, designee shall control have the complete defense sole right to represent the interests of any Target Entity in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing DateDate or otherwise relating to Taxes for which Parent or any of its Affiliates may be liable, including responding to information or document requests and managing any settle such audit or proceedingmatters, and shall to employ counsel or other advisors of its choice at its expense; providedprovided that none of Parent, howeverits designee, that if a settlement or its Affiliates may concede, settle or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or claim for any Taxes for which Acquiror, any of its Affiliates for a taxable period Affiliates, or portion thereof beginning after any Target Entity may be liable, without the Closing Dateprior written consent of Acquiror (such consent not to be unreasonably withheld), (i) Buyer and Acquiror or its designee shall be entitled, entitled to participate at its expenseexpense in any such Tax audit or administrative or court proceeding. In the case of a Straddle Period, Parent or its designee shall be entitled to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending before the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller Date and for which Parent or any of its Affiliates for a taxable period may be liable, and with the written consent of Acquiror (such consent not to be unreasonably withheld) and at Parent’s or portion thereof ending on or before the Closing Date, (i) Seller, at its designee’s sole expense, shall be entitled Parent or its designee may assume the entire control of such audit or proceeding, subject to participate the rights of Acquiror in the prior sentence. None of Acquiror, any of its Affiliates or any Target Entities (and, where relevant, a “partnership representative” of any such proceedingsentity) may concede, and (ii) Buyer may not settle or compromise any Tax claim for any Taxes for which Parent or any of its Affiliates may be liable, without the prior written consent of Parent (such audit or proceeding without Seller’s written consent, which consent shall not to be unreasonably withheld withheld). Nothing in this Agreement shall prevent Acquiror, in the event of any “partnership” audit, examination or delayed. With assessment relating to any Tax matters of any Target Entity, from causing the applicable “partnership representative” to make the “push-out” election under Section 6226 of the Code (to the extent permitted under applicable law) in its sole discretion, and Acquiror shall cause such election to be made if Parent so requests with respect to any audit, examination or assessment which might affect the defense Tax liabilities for which Parent or any of its Affiliates may be liable. In the event of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before conflict between ARTICLE X and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year7.02, such defense shall be governed by the third sentence of this Section 6.5(i)7.02 shall control.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing ------------------ upon receipt after the Closing Date by any Buyer Group Member of notice of any pending domestic or foreign federal, state, local, county, municipal or other Tax audit, examination or pending or threatened audits or assessments with respect to Taxes assessment which may affect any Tax liability for which Seller is liable pursuant to Section 11.1(a), provided --------------- that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder except to the extent such other party (or failure materially prejudices Seller's ability to contest any such other party’s Affiliates) may be liable under this AgreementTax liabilities. SellerSeller shall have the sole right, at its option and at its own expense, shall control to represent the complete defense interests of either Company or any Subsidiary in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the any Pre-Closing Date, including responding to information or document requests and managing any such audit or proceedingTax Period, and shall to employ counsel or other advisors of its choice at its expense; provided, however, --------- -------- that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to may participate in such audit or proceedingproceeding with counsel of its choice and at its expense. With reasonable prior notice to Buyer given not later than 12 months following the Closing Date, Seller shall have the sole right to prepare and file, or cause to be prepared and filed, at its option and at its own expense, voluntary disclosures to state, local, county or municipal tax authorities with respect to the Tax liability of either Company or any of the Subsidiaries for any Pre-Closing Tax Period. Subject to the following sentence, Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any audit or proceeding relating to Taxes of either Company or any Subsidiary for any Pre-Closing Tax Period, subject, in the case of any refund, litigation, settlement, audit or proceeding that increases the Tax liability of a Buyer Group Member in a Post-Closing Tax Period by accelerating any Tax benefit to a Pre-Closing Tax Period or by deferring income to a Post-Closing Tax Period, to principles reciprocal to those provided in Section 11.1(d). Notwithstanding the preceding sentence, the settlement of --------------- any issue that increases the Tax liability of a Buyer Group Member in a Post- Closing Tax Period other than by accelerating any Tax benefit to a Pre-Closing Tax Period or by deferring income to a Post-Closing Tax Period (iii.e., an issue that increases Tax liability both in a Pre-Closing Tax Period and in a Post- Closing Tax Period) shall require the consent of the Buyer, which shall not be unreasonably withheld. To the extent that Seller may elects not settle or compromise to defend such audit or proceeding without Buyer’s written consentrelating to a Pre-Closing Tax Period, which consent shall not be unreasonably withheld or delayed. Buyer shallmay retain counsel, at its expensethe expense of Seller, and control the complete defense of such audit or proceeding. In the case of any Straddle Period, Seller shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of Buyer, that if a settlement or compromise and at Seller's sole expense, may assume the entire control of any such audit or proceeding would proceeding. No Buyer Group Member may agree to settle any Tax claim which may be reasonably likely to increase the Tax liability subject of indemnification by Seller or any under Section 11.1 without the prior written consent of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall ------------ not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholders in writing upon receipt by THK, Vintacom Acquisition or any of their respective Affiliates of notice of any pending or threatened audits federal, provincial, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 10.1 and Article IX. (b) The Shareholders shall control have the complete defense of right to represent Vintacom’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its their choice at its Vintacom’s expense; provided, however, that if a settlement the Shareholders shall have no right to represent Vintacom’s interest in any Tax audit or compromise administrative or court proceeding unless any one or more of the Shareholders shall have first notified THK in writing of such Shareholder or Shareholders’ (the “Indemnifying Shareholder”) intention to do so and shall have agreed with THK in writing that, as between THK and the Indemnifying Shareholders, the Indemnifying Shareholders shall be liable for any such Taxes due in respect of taxable years or periods ending on or before the Closing Date that result from any audit or proceeding. Vintacom Acquisition and its representatives shall have the right to fully participate at its expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend Vintacom with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Indemnifying Shareholders shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, Vintacom or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the Discretion of THK unless the Shareholders have indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Group Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes for which any taxable period ending on or before the Closing Date or to any Straddle Period. Within ten (10) days after the Seller’s receipt of such other party (or any such other partynotice, the Seller may elect by written notice to Buyer to represent a Group Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Seller Group Members would be required to indemnify Buyer Group Members pursuant to Section 11.01(a) and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Seller’s choice at its Seller’s expense; provided, however, that (1) Seller shall have no right to represent any Group Company’s interests in any Tax audit or administrative or court proceeding unless Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if a settlement any, chosen by Seller in connection therewith, and (2) each Seller Group Member shall have agreed with Buyer that, as between Buyer and Seller, Seller shall be liable for any Damages that result from such audit or compromise of proceeding; provided, further, that Buyer and its representatives shall be permitted to be present at, and participate in, any such audit or proceeding would be reasonably likely to increase proceeding. Notwithstanding the foregoing, Seller shall not enter into any settlement or otherwise compromise any claim, assessment or audit that adversely affects the Tax liability of Buyer Buyer, the Group Companies, or any Affiliate of its Affiliates the foregoing for a taxable any period or portion thereof beginning ending after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and Date without the prior written consent of Buyer. (ii) Should Seller may not settle elect to contest the audit, claim or compromise such audit or proceeding without Buyerassessment under Section 11.01(c)(i) above, then Buyer shall have the sole right to represent the Company’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of and each Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Seller would be required to indemnify Buyer Group Members pursuant to Section 11.02(b) and that relates solely to a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) and to employ counsel of Buyer’s choice at Seller’s expense; provided, however, that Seller and its Representatives shall be permitted, at its Seller’s expense, shall to be entitled to participate in such proceedingspresent at, and (ii) Buyer may not settle or compromise participate in, any such audit or proceeding without Seller’s written consent, which consent proceeding. (iii) Nothing herein shall not be unreasonably withheld or delayed. With respect construed to impose on Buyer any obligation to defend the defense of Group Companies in any Tax audit or administrative or court proceeding. Subject to Section 11.01(c)(i) above, any proceeding relating to Taxes for a taxable year may be settled or period beginning on or before and ending after the Closing Date, if the Closing Date is compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Group Member’s right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. (a) Each of Buyer Parent, on the one hand, and Seller RMO, on the other hand (the “Tax Indemnified Person”), shall promptly notify the chief tax officer (or other appropriate person) of RMO or Parent, as the case may be (the “Tax Indemnifying Person”), in writing upon receipt by the Tax Indemnified Person of written notice of any pending or threatened audits audits, adjustments, claims, examinations, assessments or assessments with respect other proceedings (a “Tax Audit”) which are likely to affect the liability for Taxes for which such other party (or any of such other party, provided, however, that failure to file timely written notice to the other party shall not affect the other party’s Affiliatesindemnification obligations hereunder unless such failure materially adversely affects the other party’s rights to participate in the Tax Audit. (b) may be liable under this Agreement. SellerIf such Tax Audit relates to any taxable period, at its expenseor portion thereof, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateDate or for any Taxes for which RMO is liable in full under this Agreement, including responding RMO shall, at his expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to information or document requests and managing any such audit or proceedingtaxable period, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof thereof, beginning on or after the Closing DateDate or for any Taxes for which Parent is liable in full under this Agreement, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer Parent shall, at its expense, control the complete defense and settlement of any such Tax audit or administrative or court proceeding relating Audit. (c) If such Tax Audit relates to Taxes for which both RMO and Parent are liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each party will control the defense and settlement of Taxes for which it is so liable. If such Tax Audit relates to a taxable year or period beginning after the Closing Date; providedperiod, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Datethereof, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateDate and any Tax item cannot be identified as being a liability of only one party or cannot be separated from a Tax item for which the other party is liable, if Parent may either elect, at its expense, to control the Closing Date is defense and settlement of the Tax Audit or require RMO, at his expense, to control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld. (d) Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in the 2009 calendar year, such defense and to employ counsel of its choice at its expense and shall have the right to consent to any settlement of such Tax Audit (not to be governed by unreasonably withheld) to the second sentence of extent such settlement would have an adverse effect for a period for which that party is not liable for Taxes, under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement or otherwise.

Contest Provisions. Each of Buyer and Seller (a) HPI shall promptly notify the other Rohm in writing upon receipt by HPI, the Capital Partners Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Rohm may be liable under this Agreement. Seller, at its expense, pursuant to Section 14.1 and Article XII. (b) Rohm shall control have the complete defense of right to represent Capital Partners’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its their choice at its their expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely Rohm shall have no right to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate represent Capital Partners’ interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating unless Rohm shall have first notified HPI in writing of his intention to do so and shall have agreed with HPI in writing that, as between HPI and Rohm, Rohm shall be liable for any Taxes for a taxable year that result from such audit or period beginning after proceeding. The Capital Partners Surviving Corporation and its representatives shall have the Closing Date; provided, however, that if a settlement or compromise of right to fully participate at their expense in any such audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and Straddle Period ending after the Closing Date. Notwithstanding the foregoing, if Rohm shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which adversely affects the liability for Taxes of HPI, Capital Partners or any Affiliate thereof for any period after the Closing Date is to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of HPI, which consent may be withheld in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)HPI.

Contest Provisions. Each of Buyer The Purchasers, on the one hand, and Seller the Sellers, on the other hand (the “Recipient”), shall promptly notify the Tax Representative of the other party in writing upon not later than the earlier of (i) 30 days after receipt by the Recipient or an Affiliate thereof of written notice (a “Proceeding Notice”) of any pending or threatened audits audits, adjustments, assessments or assessments with respect to other proceedings (a “Tax Audit”) that may affect the liability for Taxes for which of such other party or (or ii) 15 days prior to the deadline for responding to the Proceeding Notice. If the Recipient fails to give such notice to the Tax Representative of the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent such failure to give notice adversely affects the other party’s Affiliates) may be liable under right to participate in the Tax Audit or otherwise prejudices the other party. If, as a result of a “Determination” (as defined in Section 1313 of the Code), a party to this AgreementAgreement is entitled to indemnification for any Taxes arising in connection with a Tax Audit, the party responsible for such indemnification shall pay the amount of such Taxes due to the Tax Representative of the party entitled to indemnification no later than 15 days after the date the payment of such additional Taxes is made, provided the Tax Representative of the party responsible for such indemnification has received a written request for such payment setting forth in reasonable detail the amount of the requested payment. Seller, at its expense, shall control the complete defense of If such Tax Audit relates to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateDate (and including the 2009 calendar year if the Closing occurs in 2009), including responding the Sellers shall, at their expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning ending after the Closing DateDate (but excluding the 2009 calendar year if the Closing occurs in 2009), (i) Buyer shall be entitledthe Purchasers shall, at its their expense, control the defense and settlement of such Tax Audit. The Tax Representative of the party in control of the defense or settlement of any Tax Audit that relates to participate Taxes for which the other party may be liable under this Agreement shall keep the Tax Representative of the other party informed of the progress of such Tax Audit. The parties shall cooperate with each other and with their respective Affiliates in the negotiation and settlement of any Tax Audit described in this Section 10.3. The Sellers shall provide or cause to be provided to the Purchaser Tax Representative necessary authorizations, including powers of attorney, to control the defense or settlement of any Tax Audit that the Purchasers are entitled to control pursuant to this Section 10.3 and shall execute or cause to be executed any documents necessary for the Sellers to defend or settle any such audit Tax Audit. Likewise the Purchasers shall provide or proceedingcause to be provided to the Seller Tax Representative necessary authorizations, including powers of attorney, to control the defense or settlement of any Tax Audit that the Sellers are entitled to control pursuant to this Section 10.3 and (ii) Seller may shall execute or cause to be executed any documents necessary for the Sellers to defend or settle any such Tax Audit. For any Tax Audit where both Sellers and Purchasers are liable for Taxes under this Agreement, such Tax Audit shall not settle or compromise such audit or proceeding be finally settled without Buyer’s the prior written consentconsent of the non-controlling party, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Following the Closing, Buyer and Seller shall promptly notify the other in Dohm▇▇ ▇▇ writing upon receipt by Buyer or RESTAT of notice of any pending or threatened audits federal, state, local, foreign or other Tax audits, examinations or assessments of RESTAT (a “Tax Audit”) for any taxable year or period that ends on or before the Closing Date. Such notice shall describe the asserted Tax Audit in reasonable detail and shall include copies of any notices and other documents received from any Governmental Authority in respect of such Tax Audit. Dohm▇▇ ▇▇▇ll be entitled to control the legal defense (with respect counsel of its choosing) of any such Tax Audit provided, however, that Dohm▇▇ ▇▇▇ees with Buyer that, as between Buyer and Dohm▇▇, ▇▇hm▇▇ ▇▇▇ll be liable for and indemnify each Buyer Group Member for any and all Losses and Expenses relating to Taxes for which that result from such other Tax Audit. To the extent that Dohm▇▇ ▇▇▇trols any Tax Audit in accordance with this Section 6.3, (i) Dohm▇▇ ▇▇▇ll provide Buyer with a timely and reasonably detailed account of each phase of such Tax Audit, (ii) Dohm▇▇ ▇▇▇ll reasonably consult with Buyer before taking any significant action in connection with such Tax Audit, (iii) Dohm▇▇ ▇▇▇ll reasonably consult with Buyer and offer Buyer an opportunity to make reasonable comments before submitting any written materials prepared or furnished in connection with such Tax Audit, (iv) Dohm▇▇ ▇▇▇ll defend such Tax Audit diligently and in good faith as if it were the only party in interest in connection with such Tax Audit, (or any such other party’s Affiliatesv) may Buyer shall be liable under this Agreement. Sellerentitled to participate, at its own expense, in such Tax Audit and receive copies of any written materials relating to such Tax Audit received from the relevant Governmental Authority and (vi) Dohm▇▇ ▇▇▇ll not settle, compromise or abandon any such Tax Audit, if such action would reasonably be expected to have an adverse impact on Buyer or RESTAT, without obtaining the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall have the right to control (or to assume control, in the complete defense event that the requirement set forth in clause (iv) of the preceding sentence ceases to be satisfied), at its own expense, any other Tax Audit. Nothing herein shall be construed to impose on Buyer any obligation to defend RESTAT in any Tax audit or administrative or court proceeding. Any proceeding relating with respect to Taxes for a taxable year which Dohm▇▇ ▇▇▇s not control in accordance with this Section 6.3 may be settled or period ending on or before compromised in the Closing Datediscretion of Buyer, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. affect any Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating Group Member’s right to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of Buyer and (a) In the event (i) any Seller shall promptly notify the other in writing upon receipt of or their Affiliates or (ii) Alon or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party (or any may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party’s Affiliatesright to indemnification hereunder unless such failure materially adversely affects the party’s ability to challenge such Tax audits or assessments. (b) may The Sellers shall have the sole right to represent the interests of the Acquired Companies in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be liable under this Agreement. Sellerentitled to settle, at its expenseeither administratively or after the commencement of litigation, any claim for Taxes with respect to any Tax Return of any of the Acquired Companies which would adversely affect the liability for Taxes of Alon or the Acquired Companies for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of Alon, which consent shall control not be unreasonably withheld or delayed. (c) Alon shall have the complete defense sole right to represent the interests of the Acquired Companies in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of its choice at its expense, provided that Alon shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Sellers for a taxable year or any Taxes for any period ending on or before the Closing DateDate or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSellers’ Representative, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, delayed and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Alon has indemnified the Sellers against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Sellers’ Representative pursuant to this section, the Sellers may continue or initiate any further proceedings at their own expense, Alon shall not be obligated to incur any further expenses in such matter and the liability of Alon, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its Affiliates, or any of the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to paragraph (a) of this AgreementSection 5.14 (including, but not limited to, notice of any pending or threatened audits, examinations or assessments involving the Owner Participant or the Partnership which might affect the Tax liabilities for which Seller may be liable pursuant to paragraph (a) of this Section 5.14). Seller, at its expense, Seller shall control have the complete defense sole right to represent each of the Company's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing DateDate or otherwise relating to Taxes for which Seller may be liable pursuant to paragraph (a) of this Section 5.14 (including, including responding but not limited to, the right to information exercise any participation rights the Company may have (either contractually or document requests and managing under applicable Law) in any such Tax audit or proceedingadministrative or court proceeding involving the Owner Participant or the Partnership which might affect the Tax liabilities for which Seller may be liable pursuant to paragraph (a) of this Section 5.14), and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a Straddle Period, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate sole expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, Date (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of including any Tax audit or administrative or court proceeding involving the Owner Participant or Partnership, to the extent either Company is entitled to participate in such Tax audit or administrative or court proceeding (either contractually or and under applicable Law)) and, with the written consent of Purchaser, and at Seller's sole expense, may assume the entire control of such audit or proceeding (or, in the case of any audit or proceeding involving the Owner Participant or Partnership, the entire participation by either Company in such audit or proceeding). None of Purchaser, any of its Affiliates, or any of the Companies may settle any Tax claim (or consent to or otherwise exercise the rights of either Company (contractually or under applicable Law) with respect to the settlement of any Tax claim by the Owner Participant or the Partnership) relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall which Seller may be governed by the second sentence liable pursuant to paragraph (a) of this Section 6.5(i); and if 5.14 without the Closing Date is prior written consent of Seller, which consent may be withheld in the 2010 calendar year, such defense shall be governed by the third sentence sole discretion of this Section 6.5(i)Seller.