Common use of Contest Provisions Clause in Contracts

Contest Provisions. Buyer shall notify the Selling Parties in writing upon receipt by Buyer 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding.

Contest Provisions. If an audit, examination, litigation or claim is commenced by any Tax authority which may result in an indemnity payment to a Buyer Tax Indemnitee pursuant to Section 10.3, Buyer shall promptly notify Sellers of such audit or claim (a “Tax Proceeding”), stating the Selling Parties nature and basis of any such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Sellers from any liability which it may have on account of this indemnification or otherwise, unless the Sellers are materially prejudiced thereby. Sellers’ Representative will have the right, at its option, upon timely notice to Buyer, to assume control or any defense of any Tax Proceeding with their own counsel. Sellers’ Representative’s right to control a Tax Proceeding will be limited to amounts in writing upon receipt dispute which would be paid by Buyer or, Sellers or for which Sellers would be liable pursuant to Section 10.3. Costs of such Tax Proceeding are to be borne by Sellers (subject to the proviso in Section 10.3 unless the Tax Claim relates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. Buyer and the Company shall cooperate with Sellers’ Representative in connection with any Tax Proceeding, which cooperation shall include the retention and, upon Sellers’ Representative’s request, the provision of notice records and information which are reasonably relevant to such Tax Proceeding, making employees available on a mutually convenient basis to provide additional information or explanation of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities material provided hereunder and providing Sellers’ Representative with any powers of the Company for which the Selling Parties attorney that would be required necessary for Sellers’ Representative to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to assume the extent such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in control or defense of any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithProceedings as provided in this Section 10.4. Notwithstanding the foregoing, Sellers’ Representative shall neither consent nor agree (Anor cause the Company to consent or agree) to the settlement of any Tax Proceeding with respect to any liability for Taxes that may adversely affect the liability for any state or federal income tax of the Company or any of its Subsidiaries or any Affiliated Group of which the Company or any of its Subsidiaries is a member for any tax not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), and neither the Selling Parties Sellers’ Representative, nor any Affiliate of the Selling Parties its Affiliates, shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could file an amended Tax Return that may adversely affect the liability for Taxes of any Buyer Group Member, the Company, Company or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement its Subsidiaries that is not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer, Buyer (which consent shall not to be unreasonably withheldwithheld or delayed). For the avoidance of doubt, (B) Buyer and Sellers shall have the sole right to defend the Company with respect to any issue arising jointly control all proceedings taken in connection with any Tax audit or administrative or court proceeding claims for Taxes relating solely to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend a Straddle Period of the Company or any of its Subsidiaries as provided above in any Tax audit or administrative or court proceedingthis Section 10.4.

Contest Provisions. Buyer shall notify the Selling Parties (1) If in writing upon receipt by Buyer orconnection with any examination, after the Closing Dateinvestigation, the Company of notice audit or other proceeding in respect of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect tax return covering the Tax liabilities operations of the Company ERC for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending a Pre-Effective Date Period on or before the Closing Date; , any tax authority issues to ERC a written notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand concerning the taxable period covered by such return, Buyer or ERC shall notify Parent of its receipt of such communication from the governmental body or authority within thirty (30) business days after receiving such notice of deficiency, reassessment, adjustment or assertion of claim or demand. No failure or delay of Buyer or ERC in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Parent pursuant to this Agreement, except to the extent that such failure or delay shall preclude ERC from defending against any liability or claim for Taxes that the Parent are obligated to pay hereunder. (2) The Parent shall control any examination, investigation, audit, or other proceeding in respect of any Taxes for a Pre-Effective Date Period, provided, subject to Section 5.07(c)(4), that Buyer and its representatives ERC shall be permitted, at Buyer’s expense, have the right to be present at, and participate in, any in such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithcontest. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties but subject to Section 5.07(c)(4), Parent shall not be entitled allowed to settle, either administratively settle or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement resolve a matter without the prior written consent of Buyer; provided, however, Buyer shall consent to any settlement or other resolution if (1) such settlement or other resolution could not have an affect on the Taxes of ERC, Buyer, or their Affiliates in any Post-Effective Date Period and (2) prior to be unreasonably withheldsuch settlement, Parent has paid to ERC or Buyer all Taxes resulting from such settlement that Parent is required to indemnify ERC and the Buyer for under this Agreement. (B3) Buyer and ERC shall control any examination, investigation, audit, or other proceeding in respect of any Taxes for a Post-Effective Date Period, provided that Parent shall have the right to participate in such contest if it could have an affect on the Taxes of ERC in a Pre-Effective Date Period. (4) Notwithstanding any other provision of this Agreement, including Section 5.07(c)(2), to the extent that the proceeding relates to Taxes for a Pre-Effective Date Period of any combined, consolidated, or unitary return that includes the Parent and ERC, the Parent shall have the sole right to defend participate in and control such contest (including, the Company with respect to settlement of any issue arising claims), provided Parent shall keep the Buyer and ERC reasonably informed regarding the status of such proceeding if it could have an impact on the Taxes of ERC in connection with a Post-Effective Date Period. Notwithstanding any Tax audit or administrative or court proceeding other provision of this Agreement, including Section 5.07(c)(3), to the extent that the proceeding relates to Taxes for a Post-Effective Date Period for any combined, consolidated, or unitary return that includes the Buyer and ERC, Buyer and ERC shall have agreed the sole right to participate in writing to forego and control such contest (including, the settlement of any indemnification under this Agreement with respect to claims), provided Buyer and ERC shall keep Parent reasonably informed regarding the status of such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend proceeding if it could impact the Company Taxes of ERC in any Tax audit or administrative or court proceedinga Pre-Effective Date Period.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after the Closing Date, Parent or the Company of receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required Contest with respect to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit Return for a Tax period or administrative or court proceeding which relates solely to taxable periods portion thereof ending on or before the Closing Date; Date (a “Pre-Closing Return”), then within fifteen (15) days after receipt of such notice, the Parent shall notify the Shareholder Representative of such notice. The Shareholder Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, if any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which issues raised in such Tax Contest could adversely affect the liability for have an impact on Taxes of any Buyer Group Member, the Company, Company for a Tax period or any Affiliate portion thereof for any period beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Shareholder Representative shall afford Parent the opportunity to any extent unless control jointly the Selling Parties conduct and resolution of the portion of such Tax Contest which could have indemnified each Buyer Group Member against the effects an impact on Taxes of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Post-Closing Tax audit Period provided, further, that if the Shareholders are not reasonably expected to fully indemnify Parent Indemnitees pursuant to this Agreement for any Losses arising from such Tax Contest, then the Shareholder Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Shareholder Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Shareholder Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without Shareholder Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or administrative inquiry or court proceedingjudicial proceeding involving Taxes.

Contest Provisions. Buyer (a) From and after Closing, each of Purchaser, on the one hand, and Sellers, on the other hand (as applicable, the “Tax Indemnified Person”), shall notify the Selling Parties chief tax officer (or other appropriate person) of Sellers or Purchaser, as the case may be, in writing upon within fifteen (15) days of receipt by Buyer or, after the Closing Date, the Company Tax Indemnified Person of written notice of any pending or threatened federalaudits, stateadjustments, local claims, examinations, assessments or foreign other similar proceedings with respect to Taxes of any Company Party (a “Tax audits or assessments Audit”) which may materially are likely to affect the Liability for Taxes of such other Party under this Agreement or otherwise. If the Tax liabilities 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 such Tax Audit if such failure to give notice materially adversely affects the other Party’s right to participate in the Tax Audit. (b) If such Tax Audit relates to any Pre-Closing Period or Straddle Period for which only Sellers would be liable to indemnify Purchaser under this Agreement, Sellers shall, at their expense, conduct and control the defense and settlement of such Tax Audit. If such Tax Audit relates solely to any Post-Closing Period or Straddle Period for which only Purchaser would be liable under this Agreement, Purchaser shall conduct and control the Company defense and settlement of such Tax Audit. (c) If such Tax Audit relates to Taxes for a Straddle Period for which both Sellers and Purchaser could be liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each of Purchaser, on the one hand, and Sellers, on the other hand, shall control, at its own expense, the defense and settlement of those Taxes for which it is so liable. If such Tax Audit relates to a Straddle Period and any Tax item cannot be identified as being a Liability of only Sellers or Purchaser, or cannot be separated from a Tax item for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); providedother Party is liable, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Sellers shall be entitled to settlecontrol, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Memberat their own expense, the Companydefense and settlement of the Tax Audit if Sellers so notify Purchaser within fifteen (15) days of notice of such Tax Audit, or any Affiliate thereof for any period after provided that Sellers defend the Closing Date to any extent unless Tax items as reported on the Selling Parties have indemnified each Buyer Group Member against relevant Tax Return in good faith as if Sellers were the effects of any only Party with an interest in the Tax item and provided further that Sellers shall not settle such settlement matter without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If Sellers do not elect to control the defense and settlement of such Tax Audit, Purchaser shall control the defense and settlement of such Tax Audit; provided, that Sellers shall pay any Tax for which it is otherwise liable under this Article 9. Any expenses from such Straddle Period Tax Audit that relate to a Tax item for which only Purchaser or Sellers are liable shall be borne by such Party. Any other expenses from such Straddle Period Tax Audit shall be borne by Purchaser and Sellers, respectively, in the same proportion as such related Taxes are or would be borne economically by Purchaser and Sellers. (d) With respect to Pre-Closing Periods and Straddle Periods, any Party whose Liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in such defense and to employ counsel of its choice at its expense, and the Party controlling such Tax Audit shall not settle or compromise such Tax Audit without the other Party’s or Parties’, as applicable, prior written consent (not to be unreasonably withheld, conditioned or delayed). (Be) Buyer In the event of a conflict between the provisions of this Section 9.5 and any other provision of this Agreement, this Section 9.5 shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. If, subsequent to the Closing, Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the or any Acquired Company of receives notice of a Tax Proceeding with respect to any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Return for a Pre-Closing Tax liabilities of the Company Period for which the Selling Parties would Securityholders are or may be required to indemnify the Buyer Indemnified Parties or any Acquired Company pursuant to Section 7.1(a)(ithis Agreement); , then within 20 days after receipt of such notice, the Buyer shall notify in writing the Securityholders’ Representative of such notice. The Securityholders’ Representative shall have the right to control the conduct and resolution of such Tax Proceeding, provided, however, that failure if any of the issues raised in such Tax Proceeding could have an impact on Taxes of any Acquired Company for a Post-Closing Tax Period, then (i) the Buyer shall have the opportunity to comply with this provision control jointly the conduct and resolution of only the portion of such Tax Proceeding which could have an impact on Taxes of any Acquired Company in any Post-Closing Tax Period and (ii) the Securityholders’ Representative shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest enter into any settlement of or otherwise compromise any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Proceeding without the prior written consent of the Buyer, which consent shall not to be unreasonably withheld, (B) conditioned or delayed, further, that if the Selling Securityholders are not reasonably expected to fully indemnify Buyer pursuant to this Agreement for any losses arising from such Tax Proceeding, then the Securityholders’ Representative shall afford Buyer the opportunity to control jointly the conduct and resolution of such Tax Proceeding. If the Securityholders’ Representative shall have the right to control the conduct and resolution of such Tax Proceeding but elects in writing not to do so within ten days of receiving notice of such Tax Proceeding, then Buyer shall have the sole right to defend control the Company with respect to any issue arising in connection with any conduct and resolution of such Tax audit or administrative or court proceeding to the extent Proceeding, provided that Buyer shall keep the Securityholders’ Representative informed of all developments on a timely basis and Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have agreed in writing to forego any an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement with respect to without Securityholders’ Representative written consent, which shall not be unreasonably withheld, conditioned or delayed. Each party shall bear its own costs for participating in such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingProceeding.

Contest Provisions. Buyer shall promptly notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company Seller for which the Selling Parties would be required to indemnify Buyer Indemnified Parties or Buyer's Parent pursuant to Section 7.1(a)(i); provided, 6.2(a) provided that failure to comply with this provision shall not affect Buyer or Buyer’s 's Parent's right to indemnification hereunder except to the extent such failure materially impairs the hereunder. Each Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties Party shall have the sole right to represent the Company’s such Selling Party's interests in any Tax tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present atproceeding, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances to employ counsel of their ability to satisfy any and all costs and liabilities associated therewithits choice at its expense. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Party shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could would adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof Buyer's Parent or either Selling Party for any period after the Closing Date to any extent unless (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 and Buyer's Parent. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that the Selling Parties have indemnified each Buyer Group Member and Buyer's Parent against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. Buyer (a) Each of Acquiror, on the one hand, and Parent, on the other hand (the "Recipient"), shall notify the Selling Parties chief tax officer of the other party in writing upon within 15 days of receipt by Buyer or, after the Closing Date, the Company Recipient of written notice of any pending or threatened federalaudits, statenotice of deficiency, local proposed adjustment, assessment, examination or foreign other administrative or court proceeding, suit, dispute or other claim (a "Tax audits or assessments Claim") which may materially could affect the Tax liabilities liability for Taxes of such other party. If the Company for which Recipient fails to give such prompt notice to the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision other party it shall not affect Buyer’s right be entitled to indemnification hereunder except for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially impairs and adversely affects the Selling Parties’ ability other party's right to contest any such participate in the Tax liabilities. The Selling Parties Claim. (b) Parent shall have the sole right to represent Holdings for any taxable period, and shall have the Company’s sole right to represent any of the Transferred Companies' interests in any Tax audit or administrative or court proceeding which relates solely Claim relating to taxable periods ending on or before the Closing Date; providedDate and to employ counsel of its choice at its expense. Parent or any Affiliate of Parent may not settle or otherwise dispose of any Tax Claim of any of the Transferred Companies relating to such periods if such settlement or disposition materially and adversely affects or may materially and adversely affect the Tax liability of the Acquiror, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, Acquiror Sub Surviving Corporation or any such audit of the Transferred Companies or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement foregoing without the prior written consent of BuyerAcquiror, which consent may not to be unreasonably withheldwithheld or delayed. In the case of a Straddle Period, Parent shall be entitled to provide comments which shall be considered in good faith with respect to any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Acquiror, at Parent's sole expense, may assume the control of such entire Tax Claim. None of Acquiror, any of its Affiliates, the Acquiror Sub Surviving Corporation or the Transferred Companies may settle or otherwise dispose of any Tax Claim with respect to any Straddle Period for which Parent may have a liability under this Agreement without the prior written consent of Parent, which consent may not be unreasonably withheld or delayed. (Bc) Buyer Acquiror shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the Company income, assets or operations of the Transferred Companies for all taxable periods beginning after the Closing Date ("Post-Closing Period"); PROVIDED, HOWEVER, that Acquiror shall not initiate any such claim for refund or amend any such Tax Return or settle or dispose of any Tax Claim with respect to a Post-Closing Period if such claim for refund, amendment, settlement, or disposition materially and adversely affects or may materially and adversely affect the Tax liability of Cendant, Parent, Holdings or any issue arising in connection with any Tax audit of its Affiliates, without the prior written consent of Parent, which consent shall not be unreasonably withheld or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after Parent or the Closing Date, the Company of Surviving Corporation receives notice of a Tax Contest with respect to any pending or threatened federalTax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”) with respect to which Indemnitees claim a right to indemnification under this Agreement, statethen within 15 days after receipt of such notice, local or foreign Tax audits or assessments which may materially affect Parent shall provide the Tax liabilities Stockholder Representative with a copy of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)such notice; provided, however, that any failure on the part of Parent or the Surviving Corporation to comply with this provision do so shall not affect Buyer’s right to indemnification hereunder limit any of the obligations of the Indemnitors under Article 10 (except to the extent such failure materially impairs actually prejudices the Selling Partiesdefense of such Tax Contest). Parent shall have the right to control the conduct and resolution of such Tax Contest, provided (a) that Parent shall keep the Stockholder Representative reasonably informed of all material developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnitors’ ability to contest indemnification obligations under this Agreement without the Stockholder Representative’s written consent, which consent shall not be unreasonably withheld and (b) that the Stockholder Representative may participate, through counsel chosen by the Stockholder Representative and at its own expense (on behalf of the Equityholders), in the defense of any such Tax liabilities. The Selling Parties Contest, and in any such case Parent shall have (i) consult with the sole Stockholder Representative, and furnish such records, information and testimony, as may be reasonably requested by the Stockholder Representative in connection therewith, (ii) provide the Stockholder Representative with a reasonable opportunity, subject to applicable filing deadlines, to comment on any material filing relating to such Claim prior to making such filing and (iii) permit the Stockholder Representative and its counsel to attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Stockholder Representative in connection therewith (and the Stockholder Representative shall provide reasonable advance notice of such matters to Parent so as to facilitate such right to represent the Company’s interests in attend). “Tax Contest” means any Tax audit audit, other administrative proceeding or administrative inquiry or court judicial proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithinvolving Taxes. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with With respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer Contests, this Section 7.04 shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue govern and (C) nothing herein Section 10.06 shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingnot apply.

Contest Provisions. (a) Buyer shall promptly notify the Selling Parties Seller in writing upon receipt by Buyer Buyer, any of its Affiliates or, after the Closing Date, any of the Company Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits audits, assessments, or assessments which may materially affect proceedings (a “Tax Action”) relating to any taxable period ending on or before the Closing Date or any taxable period that includes but does not end on the Closing Date or relating to a Tax liabilities of the Company for which the Selling Parties would Seller may be required to indemnify Buyer Indemnified Parties liable pursuant to Section 7.1(a)(i)this Agreement; provided, provided that the failure to comply with this provision provide such notice shall not affect Buyer’s right to indemnification hereunder release Seller from any of its obligations under this Article X, except to the extent such failure Seller is actually materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties prejudiced by such. (b) Seller shall have the sole right to represent interests of any of the Company’s interests Acquired Companies in any Tax audit or administrative or court proceeding which relates solely Action relating to a taxable periods period ending on or before the Closing DateDate (such proceeding, a “Seller Proceeding”), and to employ counsel of Seller’s choice at Seller’s expense; provided, however, that (i) Seller shall reasonably consult with Buyer and keep Buyer reasonably informed regarding the progress and any potential compromise or settlement of each Seller Proceeding, (ii) Buyer and its representatives Representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any Seller Proceeding, and (iii) Seller shall not settle or compromise any such audit Seller Proceeding without Buyer’s prior written consent (which shall not be unreasonably withheld, delayed or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithconditioned). Notwithstanding the foregoing, (A) neither the Selling Parties Neither Buyer nor any Affiliate of the Selling Parties Buyer 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 relating to any Buyer Group Member, the Company, taxable period ending on or any Affiliate thereof for any period after before the Closing Date or to any extent unless taxable period that includes but does not end on the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Closing Date or relating to a Tax for which Seller would be liable pursuant to this Agreement without the prior written consent of BuyerSeller, which shall not to be unreasonably withheld, delayed, or conditioned. (c) Notwithstanding anything to the contrary in this Agreement, in the case of any potential Loss for which Seller is obligated to indemnify Buyer or any Buyer Indemnified Party pursuant to this Agreement arising out of or resulting from (A) a failure of any Insurance Contract to comply with the statutes, Treasury Regulations and administrative guidance referred to in Section 5.21, (B) any failure of the computer programs, as operated by the Acquired Companies, in combination with the systems, processes and procedures (including manual workarounds) employed by the Acquired Companies, to maintain the United States federal income tax treatment of the Insurance Contracts in accordance with applicable provisions of the Code (as represented and warranted in Section 5.21(d)) or (C) any failure of the Acquired Companies to comply with the requirements referred to in Section 5.21(c), Buyer shall have the right to control the resolution of such potential Loss, including control of all corrective measures undertaken to remediate such failure (including obtaining remediation or other corrective relief from any Tax Authority or remediating any failure of the computer programs, as operated by the Acquired Companies, in combination with the systems, processes and procedures (including manual workarounds) employed by the Acquired Companies, to maintain the United States federal income tax treatment of the Insurance Contracts in accordance with applicable provisions of the Code). To the extent that such corrective measures include obtaining remediation or other relief from a Tax Authority or any other proceeding, Seller may participate in all discussions or proceedings with such Tax Authority or in such other proceeding at its own expense, and Buyer shall not implement any such corrective measures (including the settlement or compromise of any proceeding) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Buyer shall have the sole right to defend represent interests of any of the Company Acquired Companies in any Tax Action other than Seller Proceedings, and to employ counsel of Buyer’s choice at Buyer’s expense; provided however, that with respect to any issue arising such proceeding which would be reasonably expected to result in connection with any Tax audit or administrative or court proceeding to the extent an indemnification obligation by Seller under this Agreement: (i) Buyer shall have agreed in writing reasonably consult with Seller and keep Seller reasonably informed regarding the progress and any potential compromise or settlement of each such proceeding, (ii) Seller and its Representatives shall be permitted, at Seller’s expense, to forego be present at, and participate in, any indemnification under this Agreement with respect to such issue proceeding, and (Ciii) nothing herein Buyer shall not settle or compromise any such proceeding without Seller’s prior written consent (which shall not be construed to impose on Buyer any obligation to defend the Company in any Tax audit unreasonably withheld, delayed or administrative or court proceedingconditioned).

Contest Provisions. Buyer (a) Parent shall notify the Selling Parties Securityholders’ Agent in writing upon receipt by Buyer Parent, any of its Affiliates or, after the Closing Date, the Company Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect relating to any taxable period of an Acquired Company ending on or before the Tax liabilities Closing Date or to any Straddle Period of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)an Acquired Company; provided, that failure to comply with this provision shall not affect BuyerParent’s right to indemnification hereunder except to the extent under this Agreement unless such failure materially impairs prejudices the Selling Partiesrights of the Securityholders’ ability Agent pursuant to contest any such Tax liabilities. The Selling Parties this Section 6.3. (b) Securityholders’ Agent shall have the sole right to represent the any Acquired Company’s interests in any Tax audit or administrative or court proceeding relating to a Tax liability for which the Effective Time Holders would be required to indemnify Parent Indemnitees pursuant to Section 6.1 and that relates solely to a taxable periods year or period ending on or before the Closing Date, and to employ counsel of Securityholders’ Agent’s choice at Securityholders’ Agent’s expense; provided, however, that Buyer Securityholders’ Agent shall have no right to represent any Acquired Company’s interests in any Tax audit or administrative or court proceeding unless (1) Securityholders’ Agent shall have first notified Parent in writing of Securityholders’ Agent’s intention to do so and of the identity of counsel, if any, chosen by Securityholders’ Agent in connection therewith, and (2) Securityholders’ Agent shall have agreed with Parent that, as between Parent and the Effective Time Holders, the Effective Time Holders shall be liable for any Damages relating to Taxes that result from such audit or proceeding, but solely to the extent such Damages would otherwise be subject to indemnification by the Effective Time Holders pursuant to this Agreement; provided, further, that Parent and its representatives shall be permitted, at BuyerParent’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Securityholders’ Agent shall not 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 any Buyer Group Member, the Company, Parent Indemnitee or any Affiliate thereof Acquired Company in any material respect for any period after the Closing Date to any extent Date, unless Securityholders’ Agent shall have agreed that the Selling Parties have indemnified Effective Time Holders will indemnify each Buyer Group Member Parent Indemnitee against the effects of any such settlement (other than 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 or other Tax attributes), without the prior written consent of BuyerParent, which consent shall not to be unreasonably withheld, delayed or conditioned. (Bc) Buyer Parent shall have the sole right to defend the Company with respect to any issue arising represent each Acquired Company’s interests in connection with any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which Securityholders’ Agent has exercised such right pursuant to paragraph (b) of this Section 6.3 and to employ counsel of Parent’s choice at Parent’s expense. To the extent such audit or proceeding could result in any material indemnification obligation of the Effective Time Holders under this Agreement, Parent shall keep Securityholders’ Agent reasonably informed regarding the status of such audit or proceeding. With respect to any such period that ends on or prior to the extent Buyer Closing Date, Parent shall have agreed in writing not be entitled to forego settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect any indemnification under this Agreement with obligation of the Effective Time Holders hereunder in any material respect to such issue and without the prior written consent of the Securityholders’ Agent, which consent shall not be unreasonably withheld, delayed or conditioned. (Cd) nothing Nothing herein shall be construed to impose on Buyer Parent any obligation to defend the any Acquired Company in any Tax audit or administrative or court proceeding. Any proceeding with respect to which Securityholders’ Agent does not assume control in accordance with this Section 6.3 (including any Straddle Period) may be settled or compromised in the discretion of Parent, and any such settlement or compromise shall not affect (and shall not be determinative of) any Parent Indemnitee’s right to indemnification under this Agreement.

Contest Provisions. Buyer (a) After the Closing, Parent shall promptly notify the Selling Parties Securityholder Representative in writing upon receipt by Buyer or, after the Closing Date, of any written notice of a proposed assessment or claim for Taxes in an audit or administrative or judicial proceeding of Parent and its Affiliates (including the Company of notice of any pending or threatened federaland its Subsidiaries) which, stateif determined adversely to the taxpayer, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)grounds for indemnification under Article VIII; provided, however, that the failure to comply with this provision shall give such notice will not affect BuyerParent’s right to indemnification hereunder under Article VIII except to the extent extent, if any, that, but for such failure materially impairs failure, the Selling Parties’ ability Seller Indemnifying Parties could have avoided all or a portion of the Tax liability in question. (b) Subject to contest any such Tax liabilities. The Selling Parties shall have Section 9.2(c) and Section 9.7, in the sole right to represent the Company’s interests in any Tax case of an audit or administrative or court judicial proceeding which that relates solely to taxable periods ending on a Pre‑Closing Taxable Period, the Securityholder Representative shall have the right at its expense to participate in and control the conduct of such audit or before proceeding; provided that the Closing Date; provided, that Buyer and its representatives Securityholder Representative shall be permitted, at Buyer’s expense, to be present at, and participate in, any not settle such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, Parent (which shall not to be unreasonably withheld, (B) Buyer shall have delayed or conditioned). Parent may also participate in any such audit or proceeding and, if the sole right to Securityholder Representative does not assume the defense of any such audit or proceeding, Parent may defend the Company with respect same in such manner as it may deem appropriate, including settling such audit or proceeding. (c) Subject to any issue arising Section 9.7, in connection with any Tax the case of an audit or administrative or court judicial proceeding that relates to a Straddle Period or where Parent and the extent Buyer shall have agreed Seller Indemnifying Parties may both be liable, (i) both the Securityholder Representative and Parent may participate in writing to forego any indemnification under this Agreement with respect to such issue the audit or proceeding and (Cii) nothing herein the audit or proceeding shall be construed to impose on Buyer controlled by that party which would bear the burden of the greater portion of the proposed adjustment and any obligation to defend corresponding adjustments that may reasonably be anticipated for future taxable periods; provided that the Company in any Tax controlling party shall not settle such audit or administrative proceeding without the prior written consent of the other party (which shall not be unreasonably withheld, delayed or court proceedingconditioned).

Contest Provisions. Buyer The General Partner and the Representative, on the one hand, and Parent, the Surviving Entity and its Subsidiaries, on the other hand, shall promptly notify the Selling Parties in writing each other upon receipt by Buyer or, after the Closing Date, the Company such Party of written notice of any pending inquiries, claims, assessments, audits, proceedings or threatened federalsimilar events with respect to Taxes relating to a Pre-Closing Tax Period (any such inquiry, stateclaim assessment, local audit, proceeding or foreign similar event, a “Tax audits or assessments which may materially affect Contest”). Sellers shall have the right to control the conduct and resolution of such Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)Contest; provided, however, that failure Sellers shall keep Parent informed of all developments on a timely basis and shall provide Parent with the right to comply with this provision participate in such Tax Contest, subject to Sellers’ ultimate control over such Tax Contest; and, provided further, that if any of the issues raised in such Tax Contest could reasonably be expected to have a materially adverse impact on Taxes of the Surviving Entity and its Subsidiaries for a Post-Closing Tax Period, then Sellers shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest any settlement or compromise of such Tax liabilities. The Selling Parties shall have the sole right to represent the CompanyContest without obtaining Parent’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent, which consent of Buyer, shall not to be unreasonably withheld, conditioned or delayed. If Sellers have the right to control the conduct and resolution of a Tax Contest but elect in writing not to do so within fifteen (B15) Buyer Business Days of receiving notice of such Tax Contest, then Parent shall have the sole right to defend control the Company conduct and resolution of such Tax Contest; provided, however, that Parent shall keep the Representative informed of all developments on a timely basis and shall provide the Representative with respect the right to any issue arising participate in connection with any such Tax audit or administrative or court proceeding Contest, subject to Parent’s ultimate control over such Tax Contest, provided, further, that Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Sellers’ liabilities for Taxes without the extent Buyer Representative’s prior written consent. Each Party shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue bear its own costs and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company expenses for participating in any Tax audit or administrative or court proceedingContest.

Contest Provisions. Buyer if, subsequent to the Closing, the Purchaser or the Company receives notice of a Tax contest with respect to any period with respect to which the Purchaser can claim a right to indemnification relating to Taxes under this Agreement, then within ten (10) Business Days after receipt of such notice, the Purchaser shall notify the Selling Parties in writing upon receipt by Buyer or, after Sellers' Agent of such notice. The Sellers' Agent may elect to control the conduct and resolution of such Pre-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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except Period contest solely to the extent that such failure materially impairs Tax contest relates to a Pre-Closing Tax Period provided that (i) the Selling Parties’ ability Sellers' Agent shall permit the Purchaser to participate in such Pre-Closing Tax Period contest (using counsel of its own choosing), (ii) Sellers' Agent shall keep the Purchaser reasonably informed of all material developments on a timely basis with respect to any such Pre-Closing Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present atPeriod contest, and participate in(iii) the Sellers' Agent shall not enter into any settlement of, otherwise compromise or abandon any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Pre-Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Tax Period contest without the prior written consent of Buyerthe Purchaser, which consent shall not to be unreasonably withheld, conditioned or delayed. With respect to any Tax contest (Bi) Buyer involving Tax matters or items that could reasonably be expected to form the basis for a claim of indemnification against the Sellers pursuant to this Agreement and (ii) that the Sellers' Agent does not or cannot elect to control pursuant to the preceding clause, the Purchaser will control such Tax contest, including the defense and settlement thereof; provided that (i) the Purchaser shall have permit the sole right Sellers' Agent to defend participate in such Tax contest (using counsel of its own choosing), (ii) the Company Purchaser shall keep the Sellers' Agent reasonably informed of all material developments on a timely basis with respect to any issue arising such Tax contest, and (iii) the Purchaser shall not enter into any settlement of, otherwise compromise or abandon any such Tax contest without the prior written consent of the Sellers' Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Each party (in connection with any the case of the Sellers' Agent, on behalf of the Sellers) shall bear its own costs for participating in such Tax audit or administrative or court proceeding to contest. To the extent Buyer of any inconsistency between this clause 8.7 and clause 9.3, the provisions of this clause 8.7 shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. Buyer shall notify (i) In the Selling Parties in writing upon receipt by Buyer or, after event the Closing DateBuyer, the Company or any Subsidiary of the Company receives notice of any pending or threatened federalTax audit, stateassessment or other dispute concerning Taxes with respect to which the Seller may incur liability pursuant to the indemnifications provisions of Section 11.2(a) (any such audit, local assessment or foreign Tax audits or assessments which may materially affect other dispute, a “Contest”), the Tax liabilities Buyer shall notify the Seller promptly of such Contest pursuant to a Notice of Claim; provided that failure of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision shall not affect the Buyer’s right to indemnification hereunder except pursuant to the extent this Article XI unless such failure materially impairs adversely affects the Selling Parties’ ability of the Seller to contest challenge such Contest. In the event the Seller or any of its Affiliates receives notice of any pending or threatened Tax audit, assessment or other dispute concerning Taxes with respect to THC in respect of taxable periods during which Tinc and THC were members of the same affiliated, consolidated, combined, unitary or aggregate group (any such audit, assessment or other dispute, a “THC Tax liabilitiesContest”), the Seller shall notify the Buyer promptly of such THC Tax Contest pursuant to a Notice of Claim. The Selling Parties Buyer shall have the sole right to represent the Company’s interests participate (at its own expense) in any such THC Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before Contest. Seller shall keep the Closing Date; provided, that Buyer reasonably informed of the details and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any status of such audit or proceeding and THC Tax Contest (including providing the Selling Parties give adequate assurances Buyer with copies of their ability to satisfy any and all costs and liabilities associated therewithwritten correspondence regarding such THC Tax Contest). Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect such THC Tax Contest that would increase the liability for Taxes of any the Buyer Group Member, or the Company, Company or any Affiliate thereof of its Subsidiaries for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. (ii) The Seller shall control any Contest that relates to any taxable period ending on or before the Closing Date, and shall be entitled to employ counsel of its choice at the Seller’s expense; provided that (x) the Buyer shall have the right to participate (at its own expense) in any such Contest and (y) the Seller shall keep the Buyer reasonably informed of the details and status of such Contest (including providing the Buyer with copies of all written correspondence regarding such Contest). Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any such Contest that would increase the liability for Taxes of the Buyer or the Company or any of its Subsidiaries for any period beginning on or after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If the Seller fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Buyer of notice of such Contest, the Buyer shall have the right to assume control of such Contest; provided, however, that Buyer shall not settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. (Biii) The Buyer shall control any Contest that relates to any taxable period including (but not ending on) the Closing Date and shall be entitled to employ counsel of its choice at its expense; provided, that (x) the Seller shall have the sole right to defend participate (at its own expense) in any such Contest; (y) the Company Buyer shall keep the Seller reasonably informed of the details and status of such Contest (including providing the Seller with copies of all written correspondence regarding such Contest); and (z) with the written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, the Seller may assume control of the conduct of such Contest. Notwithstanding the foregoing, the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any such Contest that would increase the liability for Taxes of the Seller without the prior written consent of the Seller, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to the extent that the 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 the Buyer fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Buyer of notice of such Contest, the Seller shall have the right to assume control of such Contest; provided, however, that Seller shall not settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. (iv) To the extent that it conflicts with Section 11.3(b), the provisions of this Section 11.8(d) shall control with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingall Contests.

Contest Provisions. In the event (i) the Seller or its Affiliates or (ii) the Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company of or its Affiliates receives notice of any pending or threatened federal, state, local Tax audit or foreign Tax audits assessment or assessments which may materially affect the Tax liabilities of the Company for other dispute concerning Taxes with respect to which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); providedother party may incur liability under this Article V, 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 Buyer’s any party's right to indemnification hereunder except unless (and then only to the extent extent) such failure materially impairs adversely affects the Selling Parties’ ability of the party that did not receive notice to contest any challenge such Tax liabilitiesaudits or assessments. The Selling Parties Seller shall bear all costs of representing and, so long as it does so in good faith and with reasonable diligence, shall have the sole right to represent the Company’s interests of the Company in any Tax audit or administrative or court proceeding which relates solely relating to any Tax for any taxable periods period ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, to employ counsel of its choice at the Seller's expense. The Seller shall fully and promptly inform the Buyer of all significant developments in any such audit or proceeding matter, and the Selling Parties give adequate assurances Buyer shall have the right (including through counsel of their ability its choosing) to satisfy any attend all hearings and all costs and liabilities associated therewithsimilar proceedings. Notwithstanding the foregoing, (A) neither the Selling Parties nor Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Affiliate material claim regarding Taxes with respect to any Tax Return of the Selling Parties Company that is not prepared on a consolidated, combined or unitary basis that adversely would affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be necessary to the extent that Seller has fully indemnified the Buyer against the effects of such settlement. The Buyer shall bear all costs or representing and 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 its choice at its expense; provided, however, that the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for regarding Taxes which could that adversely would affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof Seller for any period after Tax for any Pre-Closing Tax Period, without the Closing Date prior consent of the Seller, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to any the extent unless that the Selling Parties have Buyer has fully indemnified each Buyer Group Member Seller against the effects of such settlement. The Buyer shall fully and promptly inform the Seller of all significant developments in any such settlement without matter, and the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer Seller shall have the sole right (including through counsel of its choosing) to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue attend all hearings and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsimilar proceedings.

Contest Provisions. Buyer shall notify give prompt written notice to the Selling Parties in writing upon receipt by Buyer or, after Sellers of the Closing Date, the Company of notice commencement of any pending audit, administrative appeal, litigation, or threatened federal, state, local other contest relating to Taxes (a "Tax Contest") that results in or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company result in a Loss for which indemnification may be claimed from the Selling Parties would Sellers under this agreement (determined for this purpose without regard to the Buyer's Deductible). The Sellers shall be required entitled at anytime to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)conduct, control, and settle ("Audit Control") any such Tax Contest; provided, however, that failure to comply with this provision the Sellers shall not affect Buyer’s have the right to indemnification hereunder except agree to any assessment, deficiency, settlement, or other adjustment or proposed adjustment of Taxes that would adversely affect the extent such failure materially impairs interest of Buyer or the Selling Parties’ ability Acquired Companies without the written consent of Buyer, which consent shall not be unreasonably withheld; provided, further, that the Buyer shall have the right, at its own expense, to contest participate in any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing DateContest; provided, further, that Buyer may assume Audit Control in the event Sellers shall fail to prosecute such Tax Contest. Buyer shall cause the Company and/or the Subsidiaries (as applicable) (i) to execute any powers of attorney necessary in order to allow the Sellers to exercise its Audit Control and its representatives shall be permitted, at Buyer’s expense, (ii) to be present at, and participate in, any such audit or proceeding and cooperate fully with the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding Sellers in the foregoing, (A) neither the Selling Parties nor any Affiliate conduct of the Selling Parties Tax Contest. The Sellers shall be entitled keep the Buyer reasonably informed as to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes progress of any Buyer Group MemberTax Contest. Sellers shall not be responsible for any attorney's fees of the Buyer, the Company, or any Affiliate thereof for any period its Subsidiaries incurred after the Closing Date Sellers assume control of the defense of a Tax Contest. In the event the Sellers do not take Audit Control, the Buyer shall keep the Sellers reasonably informed as to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects progress of any Tax Contest and shall not enter into any settlement or other disposition of such settlement without Tax Contest prior to receiving the prior written consent of Buyerthe Sellers, not to which consent may be unreasonably withheld, (B) Buyer shall have withheld in the sole right to defend discretion of the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingSellers.

Contest Provisions. (i) Buyer shall notify the Selling Parties Seller in writing upon within five (5) Business Days after receipt by Buyer orBuyer, after the Closing Date, any of its Affiliates or any member of the Company Group of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities Liabilities of the Company Group for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit taxable period or administrative or court proceeding which relates solely to taxable periods portion thereof ending on or before the Closing Date; provided, however, that Buyer and its representatives the failure to notify Seller within such time period shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithnot relieve Seller from Liability hereunder. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer Seller shall have the sole right to defend represent the Company with respect to Group (or any issue arising member thereof) in connection with any Tax audit or administrative or court proceeding relating to a consolidated, combined or unitary group Tax Return of Seller or to Taxes for which Seller or any of its Affiliates would be liable under Section 8.2 or otherwise, and to employ counsel of its choice at its expense. In the extent case of a contest that relates to Straddle Periods, Buyer shall control the conduct of such contest, but Seller shall have agreed the right to participate in writing to forego such contest at its own expense; provided that neither Buyer nor any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend member of the Company Group may agree to settle any such Tax contest in a manner that could affect Taxes or Tax attributes of Seller or any of its Affiliates without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Neither Buyer nor any member of the Company Group may agree to settle any Tax audit claim in a manner that would affect Taxes or administrative Tax attributes of Seller or court proceedingany of its Affiliates without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. Buyer shall Notwithstanding anything to the contrary in this Agreement (including Article VII): (i) Purchaser will promptly notify the Selling Parties Seller in writing upon receipt by Buyer the Purchaser, any of its Affiliates or, after the Closing Date, the an Acquired Company of notice of any pending or threatened federalTax audits, stateinquiries or assessments, local or foreign Tax audits or assessments which may materially affect the Tax liabilities other legal proceedings relating to Taxes of the an Acquired Company for which the Selling Parties would Purchaser or its Affiliate may be required entitled to indemnify Buyer Indemnified Parties pursuant to indemnification under Section 7.1(a)(i5.11 (a “Tax Contest Claim”); provided, however, that the failure or delay by Purchaser to comply with this provision shall promptly provide notice of a Tax Contest Claim will not affect BuyerPurchaser’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest any that Seller clearly demonstrates that its defense of such Tax liabilitiesContest Claim is actually prejudiced thereby. The Selling Parties shall Such notice will include a copy of the relevant portion of any correspondence received from the relevant Governmental Authority. (ii) Seller will have the sole right to represent control the Company’s interests in conduct of any Tax audit or administrative or court proceeding Contest Claim which relates solely to one or more taxable periods ending that end on or before the Closing Date, and to employ counsel of Seller’s choice at its own cost; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither Seller will keep Purchaser informed, on a reasonably prompt basis, regarding the Selling Parties nor progress and substantive aspects of any Affiliate such Tax Contest Claim and will provide Purchaser with copies of any correspondence to or from the Selling Parties applicable taxing authority, and (B) Seller will not compromise or settle any such Tax Contest Claim without obtaining Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if such compromise or settlement could reasonably be expected to increase the Taxes of Purchaser or any Acquired Company for any taxable period (or portion thereof) after the Closing Date (ignoring for this purpose any immaterial increases in Taxes). If Seller does not timely control the conduct of a Tax Contest Claim pursuant to this Section 5.11(f)(ii), then Purchaser will keep Seller reasonably informed regarding the progress and substantive aspects of such Tax Contest Claim and Purchaser will not compromise or settle any such Tax Contest Claim in a manner that would result in additional Liability of Seller for Taxes without obtaining Seller’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). (iii) Seller and Purchaser shall be entitled to settle, either administratively or after jointly control the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes conduct of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date Tax Contest Claim which relates to any Straddle Tax Period, and in connection therewith, each of Seller and Purchaser shall be entitled to employ counsel of its choice at its own cost. To the extent unless the Selling Parties have indemnified each Buyer Group Member against the effects that Seller and Purchaser assume joint control of any such settlement Tax Contest Claim, neither Seller nor Purchaser will compromise or settle such Tax Contest Claim without obtaining the other party’s prior written consent of Buyer, (which consent will not to be unreasonably withheld, conditioned or delayed). If Seller does not timely assume joint control of the conduct of a Tax Contest Claim pursuant to this Section 5.11(f)(iii), then Purchaser will control the conduct of such Tax Contest Claim and will keep Seller reasonably informed regarding the progress and substantive aspects of such Tax Contest Claim and Purchaser will not compromise or settle any such Tax Contest Claim in a manner that could be reasonably expected to result in additional Liability of Seller for Taxes without obtaining Seller’s prior written consent (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit which consent will not be unreasonably withheld, conditioned or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed).

Contest Provisions. Buyer shall promptly notify the Selling Parties Seller in writing upon receipt by Buyer or, after or any of its Affiliates (including the Closing Date, the Company Transferred Subsidiaries) of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which that may materially affect the Tax liabilities of the Company Liabilities for which the Selling Parties Seller would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i4.5(a) or (b); provided, provided that any failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ does not prejudice Seller’s ability to contest any defend such Tax liabilitiesaudit or assessment or increases the amount of such Taxes. The Selling Parties Seller shall have the sole right to represent the Companyrelevant Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding which relates solely (“Tax Proceeding”) relating to taxable periods ending on or before the Pre-Closing Date; providedPeriods, and to employ counsel of its choice at its expense, except that Buyer and shall have the right to participate at its representatives own expense in such proceedings to the extent that such proceedings would reasonably likely affect the amount of Tax for which it is required to indemnify Seller under this Section 4.5. Buyer shall be permittedhave the sole right to represent the relevant Transferred Subsidiary’s interest in any Tax Proceeding relating to any Straddle Period or any Post-Closing Period, except that Seller shall have the right to participate at Buyer’s expense, its own expense in such proceedings to be present at, and participate in, any the extent that such audit or proceeding and proceedings would reasonably likely affect the Selling Parties give adequate assurances amount of their ability Tax for which it is required to satisfy any and all costs and liabilities associated therewithindemnify Buyer under this Section 4.5. Notwithstanding the foregoing, after the Closing Date, (Ai) neither the Selling Parties nor any Affiliate of the Selling Parties Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely relating to a Pre-Closing Period that may either (x) materially affect the Buyer’s liability to indemnify Seller under this Section 4.5 or (y) increase the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for Transferred Subsidiary in any period after the Post-Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Tax Period, without the prior written consent of Buyer, which consent shall not to be unreasonably withheld, ; (Bii) Buyer shall have not be entitled to settle, either administratively or after the sole right commencement of litigation, any claim for Taxes relating to defend a Straddle Period or Post-Closing Period that may either (x) materially affect the Company with respect Seller’s liability to indemnify Buyer under this Section 4.5 or (y) increase the liability for Taxes of Seller or any issue arising of its Affiliates (other than the Transferred Subsidiaries) in connection with any Tax audit Period, without the prior written consent of Seller, which consent shall not be unreasonably withheld; and (iii) in either case (i) or administrative or court proceeding (ii), such consent shall not be necessary to the extent Buyer shall have that the party entering such settlement has agreed in writing to forego indemnify the other party against the effects of any indemnification such settlement. Notwithstanding the foregoing provisions of this Section 4.5(i), (A) any Tax Proceedings relating to Transfer Taxes that are the subject matter of Section 4.5(a) shall be conducted by the party having the responsibility to file the Tax Return for such Transfer Taxes under this Agreement Section 4.5(a), with the other party having the right to participate at its own expense in such proceedings, and with neither party entitled to settle, either administratively or after the commencement of litigation, any claim for such Transfer Taxes without the other party’s prior written consent, which consent shall not be unreasonably withheld and (B) Tax Proceedings related to the Tax Return with respect to such issue and Cytec Surface Specialties (CShanghai) nothing herein Co. Ltd. described in the penultimate sentence of Section 4.5(h) shall be construed subject to impose on Buyer any obligation this Section 4.5(i) as if it is related to defend the Company in any Tax audit or administrative or court proceedinga Pre-Closing Period.

Contest Provisions. Buyer (i) Each of Purchaser, on the one hand, and the Stockholders, on the other hand (the "RECIPIENT"), shall notify the Selling Parties other party in writing upon within 15 days of receipt by Buyer or, after the Closing Date, the Company Recipient of written notice of any pending or threatened federalaudits, statenotice of deficiency, local proposed adjustment, assessment, examination or foreign Tax audits other administrative or assessments court proceeding, suit, dispute or other claim (a "TAX CLAIM") which may materially could affect the Tax liabilities liability for Taxes of such other party. If the Company for which Recipient fails to give such prompt notice to the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); providedother party, that failure to comply with this provision it shall not affect Buyer’s right be entitled to indemnification hereunder except for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially impairs and adversely affects the Selling Parties’ ability other party's right to contest any such participate in the Tax liabilities. Claim. (ii) The Selling Parties Stockholders shall have the sole right to represent the Company’s 's interests in any Tax audit or administrative or court proceeding which relates solely Claim relating to taxable periods ending on or before the Closing Date; provided, that Buyer . The Stockholders and its representatives Purchaser shall be permitted, at Buyer’s expense, have joint control with respect to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate representation of the Selling Parties Company's interests in any Tax Claim relating to a Straddle Period unless such Tax Claim relates solely to one portion of the Straddle Period or the other and only one party is responsible for all Taxes relating to such Tax Claim, in which instance such party shall control the defense of such Tax Claim. Without implication that the contrary would otherwise be entitled true, Purchaser shall have the sole right to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, represent the Company, or 's interests in any Affiliate thereof for any period Tax Claim relating to taxable periods beginning after the Closing Date to Date. None of Purchaser, any extent unless of its Affiliates, or the Selling Parties have indemnified each Buyer Group Member against the effects Company may settle or otherwise dispose of any such settlement Tax Claim for which the Stockholders may have a liability under this Agreement, or which may result in an increase in the Stockholders' liability under this Agreement, without the prior written consent of Buyerthe Stockholders, not to which consent may be unreasonably withheld, (B) Buyer shall have withheld in the sole right to defend discretion of the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to Stockholders, unless Purchaser fully indemnifies the extent Buyer shall have agreed Stockholders in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed liability in a manner satisfactory to impose on Buyer the Stockholders. None of the Stockholders or any obligation to defend the Company in of their respective Affiliates may settle or otherwise dispose of any Tax audit Claim for which Purchaser may have a liability under this Agreement, or administrative or court proceedingwhich may result in an increase in Purchaser's liability under this Agreement, without the prior written consent of Purchaser, which consent may be withheld in the sole discretion of Purchaser, unless the Stockholders fully indemnify Purchaser in writing with respect to such liability in a manner satisfactory to Purchaser.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after the Closing Dateany of Parent, 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 Subsidiaries of the Company for which the Selling Parties would be required receives notice of a Tax Contest with respect to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit Return for a Tax period or administrative or court proceeding which relates solely to taxable periods portion thereof ending on or before the Closing Date; , then within fifteen (15) days after receipt of such notice, the Parent shall notify the Stockholder Representative of such notice. The Stockholder Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, if any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which issues raised in such Tax Contest could adversely affect the liability for have an impact on Taxes of any Buyer Group Member, the Company, Company for a Tax period or any Affiliate portion thereof for any period beginning on or after the Closing Date (a "Post-Closing Tax Period"), then the Stockholder Representative shall afford Parent the opportunity to any extent unless control jointly the Selling Parties conduct and resolution of the portion of such Tax Contest which could have indemnified each Buyer Group Member against the effects an impact on Taxes of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Post-Closing Tax audit or administrative or court proceeding.Period. If the Stockholder Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Stockholder Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnifying Parties' indemnification obligations under this Agreement without Stockholder Representative written consent, which shall not be unreasonably withheld. Each 57

Contest Provisions. Buyer If, subsequent to the Closing, Parent or the Surviving Corporation receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period with respect to which Indemnitees claim a right to indemnification under this Agreement, then within fifteen (15) days after receipt of such notice, Parent shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company Equityholder Representative 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)such notice; provided, however, that any failure on the part of Parent or the Surviving Corporation to comply with this provision so notify the Equityholder Representative shall not affect Buyer’s right to indemnification hereunder limit any of the obligations of the Indemnitors under Article 10 (except to the extent such failure materially impairs prejudices the Selling Parties’ ability defense of such Tax Contest). Parent shall have the right to contest control the conduct of all Tax Contests, including any settlement or compromise thereof, it being understood that reasonable costs and expenses relating to the conduct of such Tax Contest constitute indemnifiable Damages pursuant to Section 10.02; provided, however, that (i) Parent shall keep the Equityholder Representative reasonably informed regarding the progress of any Tax Contest, (ii) the Equityholder Representative shall have the right to participate in any such Tax liabilities. The Selling Parties shall have Contest to the sole right extent relating to represent the Company’s interests in a Pre-Closing Tax Period, including having a reasonable opportunity to comment on any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising materials prepared in connection with any Tax audit or administrative or court proceeding Contest to the extent Buyer relating to a Pre-Closing Tax Period and attending any conferences relating to any Tax Contest to the extent relating to a Pre-Closing Tax Period, and (iii) Parent shall not resolve such Tax Contest in a manner that would reasonably be expected to have agreed in writing to forego any an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the Equityholder Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if Parent receives a binding written offer from the relevant Governmental Authority to settle or compromise any such Tax Contest in full which proposed settlement or compromise would not materially and adversely affect Parent (taking into account Parent’s indemnification rights pursuant to this Agreement) but which offer Parent does not accept and, within twenty (20) Business Days of receiving notification of the terms of such settlement or compromise or, if earlier, ten (10) Business Days prior to the deadline for responding to such proposed settlement or compromise, the Equityholder Representative provides written notice that (1) it would approve such settlement or compromise in full without modification and (2) the Indemnitors would be fully liable for the Damages owed to the Indemnitees as a result of the proposed settlement or compromise of such Tax Contest, then the indemnification obligation of the Indemnitors with respect to such issue Tax Contest shall not exceed the amount of indemnification to which the Indemnitees would have been entitled if such settlement or compromise had been accepted. Each party shall bear its own costs for participating in such Tax Contest, except that Indemnitees may be entitled to indemnification for their reasonable third-party costs and (C) nothing herein expenses pursuant to this Agreement. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. In the event of any conflict or overlap between the provisions of this Section 7.04 and Section 10.06, the provisions of this Section 7.04 shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. If, subsequent to the Closing, any of Buyer or any Purchased Entity receives notice of any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes (a “Tax Contest”) with respect to any Tax Return of any Purchased Entity or with respect to the Purchased Assets for a Pre-Closing Tax Period, then within 15 calendar days after receipt of such notice, Buyer shall notify Parent of such notice; provided that the Selling Parties in writing upon receipt by Buyer 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision so notify Parent shall not affect Buyer’s right to relieve Parent of its indemnification hereunder obligations under this Agreement except to the extent that Parent has been damaged by such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilitiesfailure. The Selling Parties Parent shall have the sole right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; Contest, provided, however, that if any of the issues raised in such Tax Contest could have any adverse impact on Taxes of Buyer or any Purchased Entity or with respect to the Purchased Assets for a Post-Closing Tax Period, then Parent (i) shall afford Buyer the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest that could have such an impact, (ii) keep Buyer informed of all developments on a timely basis with respect to such Tax Contest to the extent that Buyer is not jointly controlling the conduct and its representatives resolution of such Tax Contest, and (iii) shall be permitted, at not resolve such Tax Contests without Buyer’s expensewritten consent, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties which 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) conditioned or delayed. If Parent shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Buyer shall have the sole right to defend control the Company with respect to any issue arising in connection with any conduct and resolution of such Tax audit or administrative or court proceeding to the extent Contest, provided that Buyer shall have agreed keep Parent informed of all developments on a timely basis and Buyer shall not resolve such Tax Contest without Parent’s written consent, which shall not be unreasonably withheld, conditioned, or delayed. Each party shall bear its own costs for participating in writing to forego such Tax Contest. In the event of any indemnification under conflict between this Agreement with respect to such issue Section 8.7 and (C) nothing herein the provisions of Section 7.5, the provisions of this Section 8.7 shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. Buyer (a) Seller shall notify have the Selling Parties right to control the conduct and resolution of any audit, litigation, contest, dispute, negotiation, or other proceeding with any Tax authority (collectively, the “Tax Contest“) that relates to any Taxes of the Company or any Subsidiary that Seller could be required to indemnify pursuant to Section 7.01, including, without limitation, by selecting counsel of its choice to represent the Company or any Subsidiary, unless Seller affirmatively elected, in writing upon receipt by Buyer orand at its sole discretion, not to assert such control (each such proceeding for which a Seller does not make such election, a “Seller Proceeding“); provided, however, that (A) the applicable Seller shall consult with Purchaser and keep Purchaser informed regarding the progress and any potential compromise or settlement of each Seller Proceeding; (B) Purchaser shall be entitled to participate at its own expense in each Seller Proceeding; and (C) Seller shall act in good faith in connection with any settlement or compromise of any such Seller Proceeding, and shall not settle or compromise any such Seller Proceeding to the extent such settlement could adversely affect Purchaser in any material respect, the Company or its Subsidiaries for a taxable year or period ending after the Closing Date, the Company without Purchaser’s consent (not to be unreasonably withheld). If Seller fails to assert control of any Tax Contest within 30 days after receiving notice of any pending or threatened federalsuch Tax Contest (regardless of whether Seller has affirmatively elected, statein writing, local or foreign not to assert such control as described in the foregoing sentence), Purchaser shall have the right to control such Tax audits or assessments which may materially affect Contest and Seller shall have the Tax liabilities of the Company for which the Selling Parties would be required right to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)participate therein; provided, that failure to comply with this provision that, Purchaser shall not affect Buyer’s have the right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest settle any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Contest without the prior written consent of Buyer, Seller (which shall not to be unreasonably withheld, conditioned or delayed). (Bb) Buyer Except as otherwise provided in Section 7.04, Purchaser shall have the sole right to defend control the conduct and resolution of any Tax Contest relating to Taxes of the Company with respect or any Subsidiary that is not a Seller Proceeding, including, without limitation, by selecting counsel of its choice to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend represent the Company in or any Tax audit or administrative or court proceedingSubsidiary.

Contest Provisions. Buyer shall notify the Selling Parties in writing upon Promptly after receipt by Buyer or, after Group or the Closing Date, the Company ProMed Upland Shareholder of written notice of the assertion or commencement of any pending claim, audit, examination or threatened federal, other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Upland or any of its assets (“Tax audits Authority”) relating to Taxes of ProMed Upland with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or assessments which may materially affect the ProMed Upland Shareholder, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax liabilities Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The failure of the Company for which ProMed Upland Shareholder to receive prompt notice from Group as provided in this Agreement will not relieve the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with ProMed Upland Shareholder of any of his indemnification obligations under this provision shall not affect Buyer’s right to indemnification hereunder Agreement except to the extent such failure materially impairs has a material adverse effect on the Selling PartiesProMed Upland Shareholder’ ability to contest any such defend the Tax liabilitiesClaim. The Selling Parties shall ProMed Upland Shareholder will have the sole right to represent the CompanyProMed Upland’s interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending on Pre-Closing Tax Periods as to any issues that could materially affect the ProMed Upland Shareholder’ liability for Taxes or before indemnification obligations, and to employ counsel (reasonably acceptable to Group) of the Closing DateProMed Upland Shareholder’ choice at its expense; provided, however, that Buyer Group and its their representatives shall will be permitted, at Buyer’s their expense, to be present at, and participate in, at any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall ProMed Upland Shareholder will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes which could that would adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof ProMed Upland for any period after the Closing Date to any extent without the written consent of Group unless the Selling Parties have indemnified each Buyer ProMed Upland Shareholder makes adequate provision to the satisfaction of Group Member to indemnify Group against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. Buyer (i) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the Selling Parties chief tax officer of the other party in writing upon within 15 days of receipt by Buyer or, after the Closing Date, the Company Recipient of written notice of any pending or threatened federalaudit, statenotice of deficiency, local proposed adjustment, assessment, examination or foreign Tax audits other administrative or assessments court proceeding, suit, dispute or other claim which may materially could affect the liability for Taxes of such other party (a "Tax liabilities of Claim"). If the Company Recipient fails to give such prompt notice to the other party it shall not be entitled to indemnification for which any Taxes arising in connection with such Tax Claim if and to the Selling Parties would extent that such failure to give notice materially and adversely affects the other party's right to participate in the Tax Claim; provided, however, that one party will be required -------- ------- obligated to indemnify Buyer Indemnified Parties the other party pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except 4.7(c) or otherwise only if the indemnifying party receives written notice thereof prior to the extent such failure materially impairs end of the Selling Parties’ ability to contest any such Tax liabilities. applicable statute of limitations for the relevant taxable year or period. (ii) The Selling Parties Seller shall have the sole right to represent the Company’s Company and each of its Subsidiaries' interests in any Tax audit or administrative or court proceeding which relates solely Claim relating to taxable periods ending on or before the Closing Date; providedDate and to employ counsel of its choice at its expense. In the case of a Straddle Period, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Seller shall be entitled to settle, either administratively 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 after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after before the Closing Date to and, with the written consent of the Buyer (which shall not be unreasonably withheld), at the Seller's sole expense, may assume the control of such entire Tax Claim. None of the Buyer, any extent unless of its affiliates, the Selling Parties have indemnified each Buyer Group Member against Company or any of the effects Company's Subsidiaries may settle or otherwise dispose of any such settlement Tax Claim for which the Seller may have a liability under this Agreement, or which may result in an increase in Seller's liability under this Agreement, without the prior written consent of Buyerthe Seller, not to which consent may be unreasonably withheld, (B) Buyer shall have withheld in the sole right to defend discretion of the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to Seller, unless the extent Buyer shall have agreed fully indemnifies the Seller in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed liability in a manner satisfactory to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingSeller.

Contest Provisions. Buyer If, subsequent to the Closing, any of Parent, the Company or the Company Subsidiaries receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a "Pre-Closing Return"), then within fifteen (15) days after receipt of such notice, Parent shall notify the Selling Parties Securityholders' Representative of such notice. The Securityholders' Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in writing upon receipt by Buyer or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign such Tax audits or assessments which may materially affect the Tax liabilities Contest could have an impact on Taxes of the Company for a Tax period or portion thereof beginning on or after the Closing Date (a "Post-Closing Tax Period"), then the Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have an impact on Taxes of the Selling Company in any Post-Closing Tax Period; provided, further, that if the Company Indemnifying Parties would be required are not reasonably expected to fully indemnify Buyer Parent Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest Agreement for any Damages arising from such Tax liabilitiesContest, then the Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. The Selling Parties If the Securityholders' Representative shall have the sole right to represent control the Company’s interests conduct and resolution of such Tax Contest but elect in any writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax audit or administrative or court proceeding which relates solely Contest, provided that Parent shall keep the Securityholders' Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to taxable periods ending have an adverse impact on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Company Indemnifying Parties' indemnification obligations under this Agreement without the prior Securityholders' Representative written consent of Buyerconsent, which shall not to be unreasonably withheld, (B) Buyer . Each party shall have the sole right to defend the Company with respect to any issue arising bear its own costs for participating in connection with any such Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingContest.

Contest Provisions. (a) Buyer shall notify the Selling Parties ACME Entities in writing upon receipt by Buyer Buyer, any of its Affiliates, or, after the Closing Date, the any 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 the Selling Parties ACME Entities would be required to indemnify any Buyer Indemnified Parties Group Member pursuant to Section 7.1(a)(i); providedthis Article XI, provided that failure to comply with this provision shall not affect Buyer’s any Buyer Group Member's right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ACME Entities' ability to contest any such Tax liabilities. . (b) The Selling Parties ACME Entities shall have the sole right to represent the each Company’s 's interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its expense; provided, however, that the ACME Entities shall have no right to represent the Company's interests in any Tax audit or administrative or court proceeding unless the ACME Entities shall have first notified Buyer in writing of the ACME Entities' intention to do so; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s '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 of Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding. In the case of a Straddle Period, the ACME Entities and their representatives shall be permitted, at their expense, to be present at, and participate 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 Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithClosing Date. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties ACME Entities and their Affiliates shall not 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 any Buyer Group MemberBuyer, the Company, Company or any Affiliate thereof for any period after the Closing Date to any extent unless (including the Selling Parties have indemnified each Buyer Group Member against imposition of income Tax deficiencies, the effects reduction of asset basis or cost adjustments, the lengthening of any such settlement 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, which consent shall not to be unreasonably withheld, (B) withheld and shall not be necessary if the ACME Entities have indemnified Buyer and its Affiliates against the effects of any such settlement. Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with respect to any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue, provided, that such issue and (C) nothing herein does not pertain to a consolidated or combined Tax Return. Neither Buyer, nor any of its Affiliates, shall be construed entitled to impose on Buyer settle, either administratively or after the commencement of litigation, any claim for Taxes that would result in or increase the ACME Entities' obligation to defend indemnify a Buyer Group Member, or decrease a net operating loss or credit carryforward existing on the Company in any Tax audit or administrative or court proceedingClosing Date, without the ACME Entities' prior written consent, which consent shall not be unreasonably withheld, and which consent shall not be necessary if the ACME Entities are relieved of their indemnification obligations with respect to such Taxes and appropriately compensated for the reduction of such carryforwards, as applicable.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after the Closing DateParent, the Company of or KLO receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required Contest with respect to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods Return for a Tax period ending on or before the Closing Date; Date (a “Pre-Closing Return”), then within fifteen (15) days after receipt of such notice, the Parent shall notify the Seller Representative of such notice. The Seller Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, if any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which issues raised in such Tax Contest could adversely affect the liability for have a material impact on Taxes of any Buyer Group Member, the Company, Selling Entity for a Tax period or any Affiliate portion thereof for any period beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material impact on Taxes of a Selling Entity in any extent unless Post-Closing Tax Period; provided, further, that if the Selling Parent Indemnified Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, are not reasonably expected to be unreasonably withheldfully indemnified pursuant to this Agreement for any Damages arising from such Tax Contest, (B) Buyer then the Seller Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Seller Representative shall have the sole right to defend control the Company with respect conduct and resolution of a Tax Contest but elects in writing not to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer do so, then Parent shall have agreed the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Seller Representative informed of all material developments on a timely basis. Each party shall bear its own costs for participating in writing to forego such Tax Contest. “Tax Contest” means any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit audit, other administrative proceeding or administrative inquiry or court proceedingjudicial proceeding involving Taxes.

Contest Provisions. Buyer shall notify (a) If one party is responsible for the Selling Parties in writing upon receipt by Buyer orpayment of Taxes pursuant to Section 7.1 (whether the Company Equityholders collectively, after or the Closing DatePurchaser, as applicable, the “Tax Indemnifying Party”) and the other party (whether the Company of Equityholders collectively, or the Purchaser, as applicable, the “Tax Indemnified Party”) receives notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially might Table of Contents affect the Tax liabilities of the Company for which the Selling Parties would other party may be required to indemnify Buyer Indemnified Parties liable pursuant to Section 7.1(a)(i7.1 (a “Tax Claim”); provided, that the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim and shall describe in reasonable detail (to the extent known by the Tax Indemnified Party) the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses. No failure or delay on the part of the Tax Indemnified Party to comply with give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this provision shall not affect Buyer’s right to indemnification hereunder Agreement, except to the extent such failure materially impairs that the Selling Parties’ ability to contest any such Tax liabilities. Indemnifying Party is actually prejudiced thereby (as determined by a court of competent jurisdiction). (b) The Selling Parties Equityholder Representative, on behalf of the Company Equityholders, shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely (a “Tax Contest”) of or with respect to taxable periods ending on or before the Company relating to Pre-Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present atTax Periods, and participate in, any such audit or proceeding and to employ counsel of its choice at the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate expense of the Selling Parties shall be entitled Company Equityholders, so long as the Equityholder Representative provides written notice to settle, either administratively or the Purchaser of its intent to control such Tax Contest within thirty (30) days after receiving notice of such matter; provided that (i) if the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group MemberEquityholder Representative fails to give such notice within such time period, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer Purchaser shall have the sole right to defend control such Tax Contest and (ii) if the Company Equityholder Representative timely notifies the Purchaser of its intent to control such Tax Contest, the Purchaser shall be entitled to participate fully in the Tax Contest and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne by the Purchaser. In the case of a Tax Contest of or with respect to any issue arising the Company, for a Straddle Period, the Purchaser shall have the sole right to represent the Company, and the Equityholder Representative, on behalf of the Company Equityholders, shall be entitled to participate at the expense of the Company Equityholders in connection with any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the extent Buyer Pre-Closing Straddle Period and, with the written consent of the Purchaser in its sole discretion, and at the Company Equityholders’ sole expense, the Equityholder Representative, on behalf of the Company Equityholders, may assume the entire control of such audit or proceeding. (c) Notwithstanding anything to the contrary contained herein, in the case of any Tax Contest for a Pre-Closing Tax Period or a Straddle Period, (i) the non-controlling party shall, in each case, reasonably cooperate, and cause its Affiliates and Representatives to reasonably cooperate with the controlling party in pursuing any Tax Contest, including execution of any powers of attorney in favor of the controlling party, (ii) the controlling party shall have agreed in writing to forego any indemnification under this Agreement with respect keep the non-controlling party reasonably informed of all material developments and events relating to such issue Tax Contest (including promptly forwarding copies of any material related correspondence to the non-controlling party) and shall provide the non-controlling party with an opportunity to review and comment on any material correspondence before the controlling party sends such correspondence to any Tax Authority), and (Ciii) nothing herein the controlling party may not settle any such Tax Contest without the prior written consent of the non-controlling party (which consent shall not be construed unreasonably withheld, conditioned or delayed) if such settlement or compromise could reasonably be expected to impose on Buyer increase the Tax liability of the non-controlling party or any obligation to defend the Company in any Tax audit or administrative or court proceedingof its Affiliates.

Contest Provisions. (i) Buyer shall notify the Selling Parties in writing upon Seller within twenty (20) Business Days after receipt by Buyer Buyer, any of its Affiliates or, after the Closing Date, the Company or GRA of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the relating to any Pre-Closing Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties Period. (ii) Seller shall have the sole right to represent the Company’s and GRA’s interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending a Tax liability (a “Tax Determination”) regarding any Tax Return related to a tax period that ends on or before prior to the Closing Date, and to employ counsel of Seller’s choice at Seller’s expense, unless Seller notifies Buyer in writing of Seller’s intention not to represent the Company or GRA in any such Tax Determination; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither Seller (“controlling party”) shall keep the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group MemberBuyer, the Company, or any Affiliate thereof for any period after Company and GRA (“noncontrolling party”) reasonably informed and consult in good faith with the Closing Date non-controlling party with respect to any extent unless issue relating to such Tax Determination, (B) the Selling Parties have indemnified each Buyer Group Member against controlling party shall provide the effects non-controlling party with copies of all correspondence, notices and other written material received from any Governmental Authority with respect to such Tax Determination, (C) the controlling party shall provide the non-controlling party with a copy of, and an opportunity to review and comment on, all submissions made to a Governmental Authority in connection with such Tax Determination and (D) the controlling party may not agree to an abandonment, settlement or compromise thereof without the prior written consent of Buyerthe noncontrolling party, which consent shall not to be unreasonably withheld, conditioned or delayed. (Biii) Buyer, on behalf of the Company and GRA, at its own respective expense, shall have the right to exercise control at any time over the handling, disposition or settlement of any issue raised in any such Tax Determination regarding any Straddle Period. (iv) Buyer shall have the sole right to represent the Company’s and GRA’s interests in any Tax Determination if Seller declines or fails to notify Buyer within twenty (20) business days of its election to exercise such rights pursuant to Section 6.13(c)(ii) and to employ counsel of Buyer’s choice at Buyer’s expense. For any taxable year or period beginning after the Closing Date, Buyer shall have the sole right to defend the Company and GRA with respect to any issue issue, and settle or compromise any issue, arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and issue. (Cv) nothing Nothing herein shall be construed to impose on Buyer any obligation to defend the Company or GRA in any Tax audit or administrative or court proceeding. Any proceeding with respect to which Seller does not assume control in accordance with Section 6.13(c)(ii) may be settled or compromised in the discretion of Buyer, and any such settlement or compromise shall not affect Buyer’s right to indemnification under this Agreement.

Contest Provisions. (i) In the event either Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the or either Company of receives notice of any pending or threatened federalTax audit, state, local assessment or foreign Tax audits other dispute concerning Taxes with respect to which any Seller or assessments which Affiliate thereof may materially affect the Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties incur liability pursuant to Section 7.1(a)(ithe provisions of this Agreement (any such audit, assessment or other dispute, a “Contest”), Buyers’ Representative shall notify Sellers’ Representative promptly of such Contest pursuant to a Notice of Claim; provided, however, that failure of Buyer to comply with this provision shall not affect Buyer’s Buyers’ right to indemnification hereunder except pursuant to the extent this Article XI unless such failure materially impairs prevents a Seller from a challenge to such Contest. (ii) Except with respect to Straddle Periods and the Selling Partiessituations (i) and/or (ii) below, Sellers’ ability Representative shall control any Contest that relates to contest any such Pre-Closing Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present atPeriod, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to employ counsel of its choice at Sellers’ expense; provided, however, that Sellers’ Representative shall keep Buyers’ Representative reasonably informed of the details and status of such Contest; notwithstanding the foregoing, Sellers’ Representative shall not be entitled to assume or continue control of the defense of any Contest if (i) the claim involves criminal liability effects, or (ii) the claim seeks exclusively an injunction or equitable relief or a precautionary measure against Buyers and/or the Companies. If Sellers’ Representative fails to assume control of the conduct of any such Contest within a period of seven days following receipt of written notification sent by Buyers’ Representative of such Contest, Buyers’ Representative shall have the right to assume control of such Contest; provided, further, that (1) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Buyers’ Representative shall keep Sellers’ Representative reasonably informed of the details and status of such Contest (including providing Sellers’ Representative, at Sellers’ expense, with copies of all written correspondence regarding such Contest); provided further that Buyers’ Representative shall not settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect such Contest without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld. (iii) Buyers’ Representative shall control any Contest (including making settlements) that relates to any Post-Closing Tax Period and shall be entitled to employ counsel of its choice at its expense; provided, however, that to the extent such Contest may impact the liability for Taxes of any Buyer Group MemberSeller (x) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest; (y) Buyers’ Representative shall keep Sellers’ Representative reasonably informed of the Companydetails and status of such Contest (including providing Sellers’ Representative, or any Affiliate thereof for any period after at Sellers’ expense, with copies of all written correspondence regarding such Contest); and (z) with the Closing Date written consent of Buyers’ Representative, Sellers’ Representative may assume control of the conduct of such Contest. If Buyers’ Representative fails to any extent unless assume control of the Selling Parties have indemnified each Buyer Group Member against the effects conduct of any such settlement Contest within a reasonable period following the receipt by Buyers’ Representative of notice of such Contest, Sellers’ Representative shall have the right to assume control of such Contest; provided, however that Sellers’ Representative shall not settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of BuyerBuyers’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. (Biv) Buyer To the extent that any of the provisions of this Section 11.8(e) conflict with the provisions of Section 11.3(b), the provisions of this Section 11.8(e) shall have the sole right to defend the Company control with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingall Contests.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after the Closing Date, Parent or the Company of receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required Contest with respect to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit Return for a Tax period or administrative or court proceeding which relates solely to taxable periods portion thereof ending on or before the Closing Date; Date (a “Pre-Closing Return”), then within fifteen (15) days after receipt of such notice, Parent shall notify the Company Stockholder Representative of such notice. The Company Stockholder Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, if any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which issues raised in such Tax Contest could adversely affect the liability for have an impact on Taxes of any Buyer Group Member, the Company, Company for a Tax period or any Affiliate portion thereof for any period beginning on or after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer(a “Post-Closing Tax Period”), not to be unreasonably withheld, (B) Buyer shall have the sole right to defend then the Company with respect Stockholder Representative shall afford Parent the opportunity to any issue arising in connection with any control jointly the conduct and resolution of the portion of such Tax audit or administrative or court proceeding to the extent Buyer shall Contest which could have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose an impact on Buyer any obligation to defend Taxes of the Company in any Post-Closing Tax audit Period provided, further, that if the Company Stockholders are not reasonably expected to fully indemnify Parent Indemnified Parties pursuant to this Agreement for any Damages arising from such Tax Contest, then Parent shall control the conduct and resolution of such Tax Contest. If the Company Stockholder Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Company Stockholder Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without Company Stockholder Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or administrative inquiry or court proceedingjudicial proceeding involving Taxes.

Contest Provisions. Buyer shall promptly notify the Selling Parties Seller in writing upon receipt by Buyer orBuyer, after the Closing Dateany of Buyer's Affiliates or Subsidiaries, the Company or ILIC 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 or ILIC for which the Selling Parties would Seller could be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i7.4.1 (assuming, for this purpose, no exception to or limitation on such indemnity obligation attributable to the existence of any reserve for Taxes on the Final Balance Sheet); provided, provided that failure to comply with this provision shall not affect Buyer’s 's right to indemnification hereunder except to the extent such failure materially impairs results in an increase in the Selling Parties’ ability amount for which Seller is liable under Section 7.4.1 or otherwise results in a Loss to contest any such Tax liabilitiesSeller or a Seller Affiliate. The Selling Parties Seller shall have the sole right to represent and control the Company’s 's and ILIC's interests in any Tax audit or administrative or court proceeding which relates solely Contest relating to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall or relating to any claim for Taxes which could be permitted, at Buyer’s expense, subject to be present atindemnification by Seller pursuant to Section 7.4.1. other than Taxes described in the next paragraph, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances to employ counsel of their ability to satisfy any and all costs and liabilities associated therewithits choice at its expense. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Seller shall not be entitled to settlesettle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which could would materially adversely affect the liability for Taxes of any Buyer Group MemberBuyer, the Company, Company or any Affiliate thereof ILIC for any period after (including, but not limited to, the Closing Date to any extent unless imposition of income tax deficiencies, the Selling Parties have indemnified each Buyer Group Member against reduction of asset basis or cost adjustments, the effects lengthening of any such settlement 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, which consent shall not to be unreasonably withheld, (B) and shall not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement. Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be subject to indemnification by Seller pursuant to Section 7.4.1 and, with the written consent of Buyer and at its sole expense, may assume the entire defense of such Tax claim if assumption of such defense is permitted by law. Neither Buyer, the Company, nor ILIC may 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 Seller under Section 7.4.1 without the prior written consent of Seller, which consent shall not be unreasonably withheld. Buyer shall have the sole right to defend represent the Company's or ILIC's interests in the defense of any claim for Taxes relating to taxable periods beginning on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of Seller, the Company with respect or ILIC for any period for which Seller must indemnify Buyer pursuant to Section 7.4.1 (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any issue arising in connection with any Tax audit amortization or administrative depreciation periods, the denial of amortization or court proceeding depreciation deductions or the reduction of loss or credit carryforwards) without the prior written consent of Seller, which consent shall not be unreasonably withheld, and shall not be necessary to the extent that Buyer shall have agreed in writing to forego has indemnified Seller against the effects of any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. If, subsequent to the Closing, Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the or any Acquired Company of receives notice of a Tax Proceeding with respect to any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Return for a Pre-Closing Tax liabilities of the Company Period for which the Selling Parties would Securityholders are or may be required to indemnify the Buyer Indemnified Parties or any Acquired Company pursuant to Section 7.1(a)(i)this Agreement, then within 20 days after receipt of such notice, the Buyer shall notify in writing the Securityholders' Representatives of such notice; provided, that the failure of the Buyer or any Acquired Company to comply with this provision so notify the Securityholders' Representative shall not affect Buyer’s right to relieve the Selling Securityholders of any indemnification obligation hereunder except to the extent that the defense of such Tax Proceeding is prejudiced by the failure materially impairs to give such notice. The Securityholders' Representatives shall have the Selling Parties’ ability right to contest control the conduct and resolution of such Tax Proceeding, PROVIDED, HOWEVER, that if any of the issues raised in such Tax Proceeding could have an impact on Taxes of any Acquired Company for a Post-Closing Tax Period, then (i) the Buyer shall have the opportunity to control jointly the conduct and resolution of only the portion of such Tax Proceeding which could have an impact on Taxes of any Acquired Company in any Post-Closing Tax Period and (ii) the Securityholders' Representatives shall not enter into any settlement of or otherwise compromise any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Proceeding without the prior written consent of the Buyer; and PROVIDED, FURTHER, that if the Selling Securityholders are not reasonably expected to fully indemnify Buyer pursuant to this Agreement for any losses arising from such Tax Proceeding, then the Securityholders' Representatives shall afford Buyer the opportunity to control jointly the conduct and resolution of such Tax Proceeding. If the Securityholders' Representatives shall have the right to control the conduct and resolution of such Tax Proceeding but elect in writing not to do so within ten days of receiving notice of such Tax Proceeding, then Buyer shall have the right to control the conduct and resolution of such Tax Proceeding, PROVIDED, THAT, Buyer shall keep the Securityholders' Representatives informed of all developments on a timely basis and Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties' indemnification obligations under this Agreement without Securityholders' Representatives written consent, which shall not be unreasonably withheld, (B) Buyer conditioned or delayed. Each party shall have the sole right to defend the Company with respect to any issue arising bear its own costs for participating in connection with any such Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingProceeding.

Contest Provisions. Buyer (a) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify each of the Selling Parties other parties in writing upon within fifteen (15) days of receipt by Buyer or, after the Closing Date, the Company Recipient of written notice of any pending notice of deficiency, proposed adjustment, assessment or threatened federalother administrative or court proceeding, statesuit, local dispute or foreign other claim (a "Tax audits or assessments Claim") which may materially could affect the Tax liabilities liability for Taxes of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)such other party; provided, however, that the failure of the Indemnitee to comply with this provision give prompt notice to the Indemnitor shall not affect Buyer’s right to release the Indemnitor of its indemnification hereunder obligations hereunder, except to the extent the Indemnitor shall have been prejudiced by such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. lack of timely and adequate notice. (b) The Selling Parties Seller shall have the sole right to represent and control the Company’s 's interests in any Tax audit or administrative or court proceeding which relates solely Claim relating to taxable periods ending on or before the Closing DateDate and to employ counsel of its choice at its expense; providedhowever, that the Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after participate at its expense in any Tax Claim relating to such periods. None of the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group MemberBuyer, the Company, nor any of their Affiliates may settle or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects otherwise dispose of any such settlement Tax Claim for which any the Seller may have a liability under this Agreement, or which may result in an increase in the Seller's liability under this Agreement, without the prior written consent of Buyerthe Seller, not to which consent may be unreasonably withheld, (B) Buyer shall have withheld in the sole right to defend discretion of the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to Seller, unless the extent Buyer shall have agreed fully indemnifies the Seller in writing to forego any indemnification under this Agreement with respect to such issue liability and (C) nothing herein shall be construed any other adverse consequence of such settlement in a manner satisfactory to impose on Buyer the Seller. None of the Seller or any obligation to defend the Company in of its Affiliates may settle or otherwise dispose of any Tax audit Claim for which the Buyer may have a liability under this Agreement, or administrative which may result in an increase in the Buyer's liability under this Agreement, without the prior written consent of the Buyer, which consent may be withheld in the sole discretion of the Buyer, unless the Seller agrees to fully indemnify the Buyer in writing with respect to such liability in a manner satisfactory to the Buyer. None of the Seller or court proceedingany of its Affiliates may settle or otherwise dispose of any Tax Claim for a Pre-Closing Period (other than settlements or dispositions relating to the federal consolidated income tax return or state income tax returns filed on a combined/consolidated basis that will not increase a cash payment relating to the Tax liability of the Company) without the consent of the Buyer, which consent shall not be unreasonably withheld.

Contest Provisions. Buyer (a) Purchaser shall notify the Selling Parties Sellers in writing upon within 30 days of receipt by Buyer orPurchaser or any of its Affiliates (including, after the Closing Date, the Company Companies or their Subsidiaries) 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 Companies for which the Selling Parties Sellers would be required to indemnify Buyer Indemnified Parties Purchaser and its Affiliates pursuant to Section 7.1(a)(i); provided6.3, provided that failure to comply with this provision shall not affect Buyer’s Purchaser's or its Affiliates' right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ Sellers' ability to contest any such Tax liabilities. The Selling Parties . (b) Sellers shall have the sole right to represent the Company’s Companies' and their Subsidiaries' interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which relates solely Sellers would be required to indemnify Purchaser and its Affiliates pursuant to Section 6.3 and which relate to taxable periods ending on or before the Closing Date, and to employ counsel of Sellers' choice at Sellers' expense; provided, however, that Buyer Sellers shall have no right to represent the Companies' or their Subsidiaries' interests in any Tax audit or administrative or court proceeding (other than a Tax audit or proceeding with respect to any Tax Return that is filed on a consolidated, combined or unitary basis with another Person other than solely the Companies and their Subsidiaries) unless Sellers shall have first notified Purchaser in writing of Sellers' intention to do so and shall have agreed with Purchaser in writing that, as between Purchaser and Sellers, Sellers shall be liable for any Taxes that result from such audit or proceeding; provided further, that Purchaser and its representatives shall be permitted, at Buyer’s Purchaser's expense, to be present at, and participate in, any such audit or proceeding. Nothing herein shall be construed to impose on Purchaser or any Affiliate thereof any obligation to defend the Companies or their Subsidiaries in any Tax audit or administrative or court proceeding. Purchaser shall have the sole right to defend the Companies and their Subsidiaries with respect to any issue arising with respect to any such Tax audit or administrative or court proceeding and to the Selling Parties give adequate assurances of their ability extent Purchaser shall have agreed in writing to satisfy forego any and all costs and liabilities associated therewithindemnification under this Agreement with respect to such issue. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Seller, Purchaser and their respective Affiliates 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, the Company, or any Affiliate thereof other Party for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement year without the other Party's prior written consent of Buyerconsent, which shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit withheld or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed.

Contest Provisions. Buyer (i) From and after Closing, each of Buyer, on the one hand, and Seller, on the other hand (the “Tax Indemnified Person”), shall notify the Selling Parties chief tax officer (or other appropriate person) of Seller or Buyer, as the case may be, in writing upon within fifteen (15) days of receipt by Buyer or, after the Closing Date, the Company Tax Indemnified Person of written notice of any pending or threatened federalaudits, stateadjustments, local claims, examinations, assessments or foreign other proceedings with respect to either Acquired Company (a “Tax audits or assessments Audit”) which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required are likely to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Membersuch other Party. If the Tax Indemnified Person fails to give such timely notice to the other Party, the Company, or any Affiliate thereof it shall not be entitled to indemnification for any period after Taxes arising in connection with such Tax Audit to the extent such failure to give timely notice actually and materially adversely affects the other Party. (ii) If such Tax Audit relates solely to Seller Taxes, Seller shall, at its expense, conduct and control the defense and settlement of such Tax Audit, but Buyer shall have the right to participate in such Tax Audit at its own expense, and Seller shall not be able to settle, compromise and/or concede any portion of such Tax Audit that is reasonably likely to affect the Tax liability of Buyer or either Acquired Company for any Post-Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Tax Period without the prior written consent of Buyer, which consent shall not to be unreasonably withheld, (B) delayed or conditioned; provided, that if Seller fails to assume control of the conduct of any such Tax Audit within a reasonable period following the receipt by Seller of notice of such Tax Audit, Buyer shall have the sole right to defend the Company with respect assume control of such Tax Audit and shall be able to any issue arising settle, compromise and/or concede such Tax Audit in connection with any its sole discretion. If such Tax audit or administrative or court proceeding Audit relates to the extent Seller Taxes and Taxes other than Seller Taxes, Buyer shall control the conduct of such Tax Audit, but Seller shall have agreed the right to participate in writing such Tax Audit at its own expense, and Buyer shall not settle, compromise and/or concede such Tax Audit without the consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. If such Tax Audit relates solely to forego any indemnification under Taxes which are not Seller Taxes, Buyer shall conduct and control the defense and settlement of such Tax Audit. (iii) For the avoidance of doubt, this Agreement with respect to such issue Section 8.15(d) and (C) nothing herein not Section 13.3 shall be construed to impose on Buyer any obligation to defend control the Company in any conduct of a Tax audit or administrative or court proceedingAudit.

Contest Provisions. Buyer (a) If a claim shall be made by any Government Authority, that, if successful, might result in a payment on behalf of Parent to Purchaser under Section 8.2, Purchaser shall promptly notify the Selling Parties Parent with such potential liability in writing upon receipt by Buyer or(a “Tax Notice”) of such claim (a “Tax Claim”). If a Tax Notice is not given to Parent within a sufficient period of time to allow Parent to effectively contest such Tax Claim, after or in reasonable detail to apprise Parent of the Closing Date, the Company nature of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of Claim, in each case taking into account the Company for which facts and circumstances with respect to the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); providedTax Claim, that such failure to comply with this provision shall not affect Buyer’s right to release Parent from its indemnification hereunder obligations under this Agreement except to the extent such failure Parent is materially impairs the Selling Parties’ ability prejudiced as a result thereof. (b) With respect to contest any such Tax liabilities. The Selling Parties Claim that relates solely to a Pre-Closing Period, Parent shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permittedright, at Buyer’s its own sole expense, to be present atcontrol and conduct all proceedings and negotiations in connection with such Tax Claim (including selection of counsel), and participate inmay, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settlein its sole discretion, either administratively pay the Tax claimed and ▇▇▇ for a refund where applicable Law permits such refund suits or after contest the commencement Tax Claim in any permissible manner. Purchaser or its designee shall have the right to participate in such proceedings and negotiations (including with counsel of litigationits choice), any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Memberat its sole expense, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any and Parent shall not settle such settlement Tax Claim without the prior written consent of BuyerPurchaser, such consent not to be unreasonably withheld. Parent shall reasonably cooperate with Purchaser in connection with such participation. If Parent elects, in its sole discretion, not to control and conduct the proceedings and negotiations in connection with a Tax Claim, Parent shall, within thirty (30) days of receipt of a Tax Notice with respect to such Tax Claim (the “Tax Notice Period”), notify Purchaser in writing of its intention not to control and conduct the proceedings and negotiations in connection with such Tax Claim. In such event, and in the case of a Tax Claim that does not relate solely to a Pre-Closing Period, Purchaser may control, or cause its designee to control, and conduct such proceedings and negotiations in such manner as it may deem appropriate, and Parent shall have the right to participate in such proceedings and negotiations (including, without limitation, with counsel of their choice), at its sole expense, and Purchaser shall reasonably cooperate with Parent and its accountants and other representatives in connection with such participation; provided that Purchaser shall not settle any Tax Claim without Parent’s consent (such consent not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit conditioned or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed).

Contest Provisions. Buyer (i) Each of Buyer, on one hand, and each Seller, on the other hand, shall promptly notify the Selling Parties other in writing upon receipt by Buyer 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 to Taxes for which such other party (or such other party’s Affiliates) may materially be liable hereunder. (ii) Each Seller (at its sole cost and expense) shall have the right to control all applicable Tax proceedings and may make any decisions in connection with any applicable 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) such Seller shall keep the Buyer Indemnified Parties reasonably and timely informed with respect to the commencement, status and nature of such Tax proceeding, (C) such Seller shall consider any reasonable comments proposed by the Buyer Indemnified Parties that are related to the defense of such Tax proceeding, and (D) such Seller shall not settle, compromise or dispose of such Tax proceeding if such settlement, compromise or disposition would reasonably be expected to adversely affect the Tax liabilities Liability of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such in a Post-Closing Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Period without the prior written consent of Buyerthe 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, none of clause (D) above shall apply. (iii) With respect to any Tax proceeding related to a Straddle Period (other than 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, (A) each applicable Seller may at its own expense participate in the proceedings related to such Tax proceeding, (B) Buyer shall have the sole right to defend the Company keep such Seller reasonably and timely informed with respect to any issue arising in connection with any the commencement, status and nature of such Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue proceeding, and (C) nothing herein Buyer shall not settle, compromise or dispose of such Tax proceeding without the prior written consent of such Seller, such consent not to be construed unreasonably withheld, conditioned, or delayed. (iv) The Buyer Indemnified Parties shall have the right to impose on Buyer control all proceedings and may make any obligation to defend the Company decisions in any connection with all Tax audit or administrative or court proceedingproceedings for Post-Closing Tax Periods that do not include a Straddle Period.

Contest Provisions. Buyer (i) Parent shall notify the Selling Parties Holder Representative in writing upon within ten (10) business days of receipt by Buyer or, after the Closing DateParent, the Company Surviving Corporation or their respective Subsidiaries 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 Surviving Corporation or its Subsidiaries for which the Selling Parties Holders would be required to indemnify Buyer Indemnified Parties Parent pursuant to Section 7.1(a)(i6.13(a) (“Tax Contest”); provided, that and failure to comply with this provision such notice requirement shall not affect Buyerbe deemed a waiver of Parent’s right to indemnification hereunder except unless the Holders’ ability to contest such liability is materially adversely affected. (ii) The Holder Representative shall have the right, at its election and at the Holders’ expense, to control any Tax Contest related solely to Holder Taxes; provided, however, that (A) Parent shall have the right at its own expense, directly or through its designated representatives, to participate fully in such Tax Contest, including to review in advance and comment upon submissions made in the course of such Tax Contest and to attend any in-person or telephonic meetings, (B) Parent’s consent shall be required for any settlement by the Holder Representative that could affect the Tax liability of Parent or the Company in any taxable period to the extent such failure materially impairs Tax liability is not or would not be solely the Selling Parties’ ability to contest liability of the Holders, provided that such consent shall not be unreasonably withheld, delayed or conditioned, and (C) if the Holder Representative does not assume or is not conducting the defense of any such Tax liabilitiesContest actively and diligently, Parent may assume control of such Tax Contest and defend such Tax Contest in a manner as it may deem appropriate including settling such Tax Contest after giving notice thereof to the Holder Representative. The Selling Parties With respect to all Tax Contests that the Holder Representative does not elect to control pursuant to the immediately preceding sentence and all other proceedings with respect to Taxes, Parent shall have the sole right to represent the Company’s interests in any responsibility for, and shall control, such Tax audit Contest or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Dateproceedings; provided, however, that Buyer and its representatives shall be permitted, at Buyerthe Holder Representative’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, consent (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheldwithheld or delayed) shall be required for any settlement that could affect the liability of the Holders under this Agreement. These procedures, (B) Buyer and not the procedures set forth in Section 9.2(c), shall have the sole right to defend the Company with respect apply to any issue arising in connection with audits, examinations, proposed adjustments or other type of controversy involving any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingmatters.

Contest Provisions. (i) After the Closing, each of the Buyer and the Company, on the one hand, and the Seller, on the other hand, (the "Recipient") shall promptly notify the Selling Parties chief tax officer (or other officer if no such position exists) of the other party in writing upon (including by telecopier) of the receipt by Buyer or, after the Closing Date, the Company Recipient of any written notice of any pending or threatened federalaudits, statenotice of deficiency, local proposed adjustment, assessment, examination or foreign other administrative or court proceeding, suit, dispute or other similar claim (a "Tax audits Claim") received by Recipient from any Tax authority or assessments which may materially any other party with respect to Taxes which, if determined adversely, could be grounds for indemnification under this Section 4.6; provided however, that a failure by the Buyer to give such notice shall not affect the Buyer's or Company's rights to indemnification under Section 4.6 unless and to the extent the Seller is materially and adversely prejudiced as a consequence of such failure. (ii) The Seller may elect to control the conduct, through counsel of the Seller's own choosing and at the Seller's own expense and with the participation of the Buyer, or any Tax liabilities Claim involving any asserted liability with respect to or relating to any Pre-Closing Period. If the Seller desires to elect to control any such Tax Claim, the Seller shall within 10 calendar days of receipt of the notice of asserted Tax liability notify Buyer in writing of its intent to do so. If the Seller properly elects to control such Tax Claim, then the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate at the expense of the Seller, in each phase of such Tax Claim; provided however, that the Seller shall not settle, compromise and/or concede such asserted liability if such settlement, compromise or concession could increase the Tax liability of any of the Buyer (or any of its Affiliates) or the Company for which any other taxable period without the Selling Parties would be required consent of the Buyer. If the Seller does not elect to indemnify Buyer Indemnified Parties control a Tax Claim for a Pre-Closing Period pursuant to this Section 7.1(a)(i4.6(e) (or, after assuming control, the Seller fails to reasonably defend against such Tax Claim), the Buyer or the Company may without affecting its or any other indemnified party's rights to indemnification under this Section 4.6, assume and control the defense of such Tax Claim with participation by the Seller (at Seller's expense); provided, however, that failure to comply with this provision the Buyer may not settle or compromise such Tax Claim without the consent of the Seller, which consent shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding.

Contest Provisions. (i) Subject to Section 10.6, Buyer shall promptly (and in any event within 15 Business Days) notify the Selling Parties Seller in writing upon receipt by Buyer orBuyer, after the Closing Date, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to Taxes which may is reasonably likely to materially affect the Tax liabilities Liabilities of the Company for which Seller would be required to indemnify Buyer pursuant to this Article X and (ii) Seller shall promptly (and in any event within 15 Business Days) 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 audits or assessments relating to Taxes which is reasonably likely to materially affect the Tax Liabilities of the Company for which the Selling Parties Company or Buyer would be required to indemnify Buyer Indemnified Parties Seller pursuant to Section 7.1(a)(i)this Article X; provided, that no failure to comply with or delay in giving any notice required by the foregoing clause (i) or (ii) shall relieve a party of its obligations under this provision shall not affect Buyer’s right to indemnification hereunder Agreement, except to the extent that Seller or Buyer, as applicable, demonstrate that they are prejudiced by the other party’s failure to give, or delay in giving, such failure materially impairs the Selling Parties’ ability notice. Subject to contest any such Tax liabilities. The Selling Parties Section 10.6, Seller shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely (a “Contest”) relating to taxable periods ending on or before the Closing Date; providedDate and to employ counsel of Seller’s choice at its expense. (b) Subject to Section 10.6, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend represent the Company with respect Company’s interests in any Contest relating to any issue arising in connection with any Tax audit or administrative or court proceeding to taxable periods after the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein Closing Date; provided, that Seller shall be construed entitled to impose on participate at its own expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to this Article X and, with the written consent of Buyer any obligation (not to defend be unreasonably withheld, conditioned or delayed), and at Seller’s sole expense, may assume the Company in any Tax audit or administrative or court proceedingentire defense of such claim.

Contest Provisions. Buyer shall promptly notify the Selling Parties Sellers’ Representative in writing upon receipt by Buyer orBuyer, after the Closing Date, the Company or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits audits, proceedings, litigation, adjustments or assessments which may materially affect relating to any Tax Period ending on or before the Effective Time or any Straddle Period or relating to a Tax liabilities of the Company for which the Selling Parties would Sellers may be required to indemnify Buyer Indemnified Parties liable pursuant to Section 7.1(a)(ithis Agreement (“Tax Proceeding”); provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except . Notwithstanding anything else to the extent such failure materially impairs the Selling Partiescontrary in ARTICLE X, Sellers’ ability to contest any such Tax liabilities. The Selling Parties Representative shall have the sole right to represent the Company’s and each Subsidiary’s interests in any Tax audit or administrative or court proceeding which relates solely Proceeding relating to taxable periods a Tax Period ending on or before the Closing DateEffective Time or any Straddle Period if such Tax Proceeding is reasonably likely to adversely affect Sellers, and to employ counsel of Sellers’ Representative’s choice at Sellers’ expense; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithTax Proceeding. Notwithstanding the foregoing, (A) neither the Selling Parties Neither Buyer nor any Affiliate of the Selling Parties Buyer shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could reasonably adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date Sellers relating to any extent unless Tax Period ending on or before the Selling Parties have indemnified each Buyer Group Member against the effects of Effective Time or to any such settlement Straddle Period or relating to a Tax for which Sellers would be liable pursuant to this Agreement without the prior written consent of Buyer, Sellers’ Representative (which consent shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit conditioned or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed).

Contest Provisions. Buyer shall promptly notify the Selling Parties Sellers in writing upon receipt by any Buyer orGroup Member, after the Closing Date, the any Company or any Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially affect the any Tax liabilities of the Company liability for which the Selling Parties would be required to indemnify Buyer Indemnified Parties Sellers are liable pursuant to paragraph (a) of this Section 7.1(a)(i); provided8.2, provided that failure to comply with this provision shall not affect Buyer’s 's right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ Sellers' ability to contest any such Tax liabilities. The Selling Parties Sellers shall have the sole right to represent the Company’s Companies' or the Subsidiaries' interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances to employ counsel of their ability to satisfy any and all costs and liabilities associated therewithchoice at their expense. Notwithstanding The Sellers shall have the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled sole right to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for proceeding relating to Taxes of the Companies or Subsidiaries for any Buyer Group Membertaxable period ending on or before the Closing Date. In the case of any Straddle Period, the Company, or any Affiliate thereof for any period after the Closing Date Sellers shall be entitled to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising participate at their expense in connection with any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the extent portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at the Sellers' sole expense, may assume the entire control of such audit or proceeding. None of the Buyer shall have agreed in writing Group Members, any Company or any Subsidiary may agree to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in settle any Tax audit or administrative or court proceedingclaim which may be the subject of indemnification by the Sellers under paragraph (a) of this Section 8.2 without the prior written consent of the Sellers, which consent may be withheld in the sole discretion of the Sellers.

Contest Provisions. Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after (a) Following the Closing Date, except as provided in Section 7.2(b), Parent shall control the Company conduct, through counsel of its own choosing, of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to the Company, the Surviving Corporation or its Subsidiary (any such audit, claim for refund, or proceeding relating to an asserted Tax liability being a “Contest”). (b) Parent shall promptly notify the Securityholder Representative in writing of receipt by Parent or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect Contest following the Tax liabilities of the Company Closing Date that relates to Taxes for which the Selling Parties would Parent is entitled to be required to indemnify Buyer Indemnified Parties indemnified pursuant to Section 7.1(a)(i)Article VI; provided, however, that the failure to comply with this provision provide such prompt written notice shall not affect Buyer’s right to release the Company Indemnifying Parties from their indemnification hereunder obligations except to the extent extent, and only to the extent, that, but for such failure materially impairs failure, the Selling Parties’ ability to contest any such Tax liabilitiesliability in question could have been avoided. The Selling Parties Securityholder Representative shall have the sole right to represent control the Company’s interests in any Tax audit or administrative or court proceeding which conduct of a Contest that relates solely to Taxes for a taxable periods period ending on or before the Closing Date, but Parent shall have the right to participate in such Contest at its own expense. The Securityholder Representative shall not be able to settle, compromise and/or concede any portion of such Contest that is reasonably likely to affect the Tax liability of the Company, the Surviving Corporation or its Subsidiary for which Parent is not entitled to be indemnified pursuant to Article VI without the reasonable consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, if the Securityholder Representative informs Parent in writing that it chooses not to be present at, and participate in, assume control of the conduct of any such audit or proceeding and the Selling Parties give adequate assurances Contest, then Parent shall assume control of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties such Contest but shall not be entitled able to settle, either administratively or after the commencement compromise and/or concede any portion of litigation, any claim for Taxes which could adversely such Contest that is reasonably likely to affect the Tax liability for Taxes of any Buyer Group Member, the Company, the Surviving Corporation or any Affiliate thereof its Subsidiary relating to Taxes for any period after the Closing Date which Parent is entitled to any extent unless the Selling Parties have be indemnified each Buyer Group Member against the effects of any such settlement pursuant to Article VI without the prior written reasonable consent of Buyerthe Securityholder Representative, which consent shall not to be unreasonably withheld, (B) Buyer delayed or conditioned. Parent shall have the sole right to defend control the Company with respect conduct of any other Contest that relates to any issue arising in connection with any Tax audit or administrative or court proceeding Taxes for which Parent is entitled to be indemnified pursuant to Article VI, but the extent Buyer Securityholder Representative shall have agreed the right to participate in writing such Contest at its own expense. Parent shall not be able to forego settle, compromise and/or concede any indemnification under this Agreement with respect portion of such Contest that is reasonably likely to such issue and (C) nothing herein affect the Tax liability of the Company, the Surviving Corporation or its Subsidiary for which Parent is entitled to be indemnified pursuant to Article VI without the reasonable consent of the Securityholder Representative, which consent shall not be construed to impose on Buyer any obligation to defend the Company in any Tax audit unreasonably withheld, delayed or administrative or court proceedingconditioned.

Contest Provisions. With respect to each of the Companies: (a) The Buyer shall promptly notify the Selling Parties appropriate Shareholder in writing upon receipt by Buyer orthe Buyer, after or the Closing Date, the Company appropriate company of notice of any pending or threatened federalaudits, state, local or foreign Tax audits adjustments or assessments (a "Tax Audit") which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 such company for which such Shareholder would be required to indemnify the Buyer pursuant to Section 9.l(a). If the Buyer fails to give such prompt notice to such Shareholder, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit if such failure to give notice materially adversely affects the right of such Shareholder to participate in the Tax Audit. (b) If such Tax Audit involves solely Taxes for which such Shareholder is liable (taking into consideration any indemnification obligation pursuant to this Agreement), such Shareholder shall at its expense control the complete defense and settlement of the interests of itself and each other party in such Tax Audit provided that such Shareholder shall notify the Buyer Group Memberin writing within twenty days of receiving notice from the Buyer under Section 9.5(a). Such Shareholder shall keep the Buyer informed about, and shall allow the Buyer to observe, at its sole expense, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects defense of any such settlement Tax Audit. Such Shareholder shall not pay, discharge, settle, compromise, litigate, or otherwise dispose (collectively, "dispose") of any item subject to such Tax Audit without obtaining the prior written consent of the Buyer. If such Shareholder and the Buyer cannot agree as to the resolution of such item, the dispute shall be referred to the Tax Arbitrator whose determination shall be conclusive and binding upon the parties. (c) If the appropriate Shareholder does not provide the Buyer with notice as required under this Section 9.5 and such failure to give notice materially adversely affects the Buyer, not to be unreasonably withheld, (B) the Buyer shall have control the sole right defense of any Tax Audit involving solely Taxes for which such Shareholder is liable (taking into account any indemnification obligation imposed pursuant to defend this Agreement) and shall be entitled to dispose of such item subject to Tax Audit without the Company written consent of such Shareholder. (d) If a Tax Audit involves Taxes for which both a Shareholder and the Buyer may be liable, such Shareholder and the Buyer shall jointly control the complete defense and settlement of such Tax Audit and each shall be responsible for its own expenses. Neither party shall be entitled to dispose of any item subject to such Tax Audit with respect to Taxes for which such Shareholder is liable without obtaining the prior written consent of the other party. If there is a disagreement regarding the resolution of any issue arising in connection with any Tax audit or administrative or court proceeding dispute between the parties, the dispute shall be referred to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein Tax Arbitrator for resolution. The determination of the Tax Arbitrator shall be construed to impose on Buyer any obligation to defend binding upon the Company parties. (e) The Buyer, in its sole discretion and at its expense, shall control the complete defense and settlement of the interests of itself and each other party in any other Tax audit or administrative or court proceedingAudit.

Contest Provisions. (i) Buyer shall promptly notify the Selling Parties Parent in writing upon receipt by Buyer orBuyer, after the Closing Date, the any of its Affiliates or any Company of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially might affect the Tax liabilities of the Company for which the Selling Parties would Parent may be required to indemnify Buyer Indemnified Parties liable pursuant to Section 7.1(a)(i)this SECTION 8.2; providedPROVIDED, 51 that failure to comply with give notice pursuant to this provision shall not affect Buyer’s right to SECTION 8.2(C)(I) will have no effect on the indemnification hereunder obligations under SECTION 8.2(A), except to the extent such failure materially impairs prejudices the Selling Parties’ ability party entitled to contest any such Tax liabilitiesnotice. The Selling Parties Parent shall have the sole right to represent the each Company’s 's interests in any Tax audit or administrative or court proceeding relating to Taxes for which relates solely Parent may be liable pursuant to taxable periods ending on or before the Closing Datethis SECTION 8.2, and to employ counsel of its choice at its expense; providedPROVIDED, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, which consent may be withheld in the sole discretion of Buyer, Parent may not settle any such claim if such settlement would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or periods beginning after the Closing Date or, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date; PROVIDED, FURTHER, that in no case shall Buyer withhold consent where Parent shall indemnify Buyer, in a manner (and amount) then determined by Buyer to be unreasonably withheldreasonably acceptable, for the increase in tax liability to Buyer resulting from such settlement. (Bii) In the case of any pending or 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 defend represent each Company's interests in any such audit or proceeding; PROVIDED, that Parent shall be entitled to participate at its expense in such audit or proceeding, and, with the written consent of 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 with respect to any issue arising in connection with may settle any Tax audit or administrative or court proceeding claim for any Taxes for which Parent may be liable pursuant to SECTION 8.2(A) without the extent prior written consent of Parent, which consent may be withheld in the sole discretion of Parent, PROVIDED, that in no case shall Parent withhold consent where Buyer shall have agreed indemnify Parent, in writing a manner then determined by Parent to forego any indemnification under this Agreement with respect be reasonably acceptable, for the increase in Tax liability to Parent resulting from such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. Buyer Each of the Purchasers’ Representative and the Sellers’ Representative shall promptly notify the Selling Parties other in writing upon receipt by Buyer 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 with respect to Taxes for which the Selling Parties would such other party (or such other party’s Affiliates) may be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); liable hereunder, provided, however, that the failure to comply with this provision give such notice shall not affect Buyerrelease the Indemnifying Party’s right to indemnification hereunder obligations under this Article VII except to the extent such failure materially impairs prejudices the Selling Parties’ ability defenses or other rights available to contest any such Tax liabilitiesthe Indemnifying Party. The Selling Parties Sellers’ Representative, at its own expense, shall have be entitled to participate in the sole right to represent defense of and, at its option, take control of the Company’s interests in complete defense of, any Tax audit or administrative or court proceeding relating to Taxes for which relates solely it may be liable, including any settlement or other disposition thereof, and to taxable periods ending on or before the Closing Date; employ counsel of its choice at its expense provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expensethe Sellers’ Representative must, to be present atthe extent doing so is reasonably practicable, and participate in, inform the Purchasers’ Representative before taking any material action with respect to the conduct of such Tax audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithother proceeding. Notwithstanding the foregoing, (A) neither if the Selling Parties nor Purchasers’ Representative reasonably determines that such Tax audit or other proceeding could have a material adverse impact on the Taxes of any Affiliate member of the Selling Parties shall be entitled to settle, either administratively Purchasers’ Group in a taxable period or portion thereof beginning after the commencement Closing Date or otherwise materially adversely affect any member of litigationthe Purchasers’ Group, (i) the Sellers’ Representative shall not settle such Tax audit or other proceeding without the consent of the Purchasers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the Purchasers’ Representative, at its own expense, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax audit or other proceeding. The Purchasers’ Representative must, at the cost of the Sellers’ Representative (provided that the Sellers’ Representative will only be liable for reasonable out-of-pocket expenses), procure all assistance the Sellers’ Representative may reasonably require in relation to any action taken in respect of such audit or assessment. The Purchasers’ Representative must procure that the Sellers’ Representative (or its designated Affiliate) is authorized to take such action on behalf and in the name of the relevant Target Company as the Sellers’ Representative may reasonably require in respect of such audit or assessment, including responding (in writing or otherwise) to any audit inquiry from any Tax Authority, attending and conducting interviews, meetings, discussions and negotiations with any Tax Authority, negotiating and concluding compromises, agreements and settlements with any Tax Authority, lodging requests for ruling, opinions or determinations with any Tax Authority or lodging or instituting objections, applications, appeals and other litigations with any Tax Authority, tribunal or court. Neither party may agree to settle any claim for Taxes for which could adversely affect the liability for Taxes other may be liable (including under Section 7.1 and Section 7.2 of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement this Agreement) without the prior written consent of Buyersuch other party, which consent shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit conditioned or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed.

Contest Provisions. Buyer (a) Subject to the cooperation provisions of Section 4.01, CFI shall notify have full responsibility for and discretion in handling any Tax controversy, including, without limitation, an audit, technical advice request, arbitration or dispute resolution procedure, protest to the Selling Parties Appeals Division of the IRS, and litigation in writing Tax Court or any other court of competent jurisdiction (a "Tax Controversy"), involving a Tax Return of the Consolidated Group or a Tax Return for a Combined Jurisdiction. However, upon receipt request by Buyer orHoldings, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments and subject to CFI approval (which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld) and the cooperation provisions of Section 4.01, (B) Buyer Holdings shall have full responsibility and discretion in the sole right to defend the Company handling, at Holdings' expense of any Tax Controversy with respect to any issue arising in connection item reported on a Holdings or Holdings Affiliate Tax Return that would give rise to a payment of Tax for which Holdings would be liable, or a refund of Tax for which Holdings would be entitled to receive payment, under Article III hereof. If CFI approval is not granted to Holdings for the handling of a Tax Controversy item, CFI shall provide Holdings with any Tax audit or administrative or court proceeding a timely written response which sets out the reasons for not granting the approval. Furthermore, CFI shall be subject to the extent Buyer cooperation provisions of Section 4.01 and shall have agreed in writing allow Holdings, at Holdings' expense, the right to forego any indemnification under this Agreement consult with CFI with respect to such issue Tax Controversy. (b) In addition to the cooperation and contest provisions of Section 4.01 and Section 4.02(a), in the event that a notice of deficiency is received by CFI from any Taxing Authority and such notice relates in whole or in part to Restructuring Taxes for which Holdings would be liable to CFI pursuant to Section 3.06 hereof (the "Holdings Restructuring Issue") then -- (1) CFI, upon receiving written request from Holdings, which shall be given no later than a date reasonably necessary to permit preparation and timely filing of a petition in the Tax Court for redetermination of the deficiency, shall timely file such petition at Holdings' expense; provided, however, that upon the request of Holdings, CFI shall, at Holdings' expense: (A) pay the amount of the deficiency (provided that Holdings has loaned to CFI no later than three (3) business days before CFI pays such deficiency, without interest and until a Final Determination of the Holdings Restructuring Issue, 100 percent of the amount of the portion of the deficiency relating to the Holdings Restructuring Issue; (B) file a claim for refund of such Tax; and (C) nothing herein shall be construed to impose on Buyer any obligation to defend if the Company claim is denied, bring an action in any Tax audit or administrative or a court proceeding.of competent jurisdiction seeking the refund of such Tax; and (

Contest Provisions. (i) Each Buyer Group Member shall promptly notify the Selling Parties Stockholder Representative in writing upon receipt by such Buyer orGroup Member, after any of its Affiliates or either of the Closing Date, the Company Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially might affect the Tax liabilities of the Company for which the Selling Parties would Sellers may be required to indemnify Buyer Indemnified Parties liable pursuant to this Section 7.1(a)(i)8.1; provided, however, that the failure to comply with give notice as provided in this provision Section 8.1(c)(i) shall not affect Buyer’s right to indemnification hereunder under this Agreement except to the extent Sellers shall have been prejudiced by such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. failure. (ii) The Selling Parties Stockholder Representative shall have the sole right to represent the Company’s Acquired Companies’ interests in any Tax audit or administrative or court proceeding which relates solely Proceeding relating to taxable periods ending on or before the Closing DateDate for which the Sellers may be reasonably expected to be liable pursuant to Section 8.1(a) (which shall not include, for the avoidance of doubt, any such Tax audit or Proceeding related to Identified Taxes for which Sellers are not reasonably expected to have any liability as a result of the Identified Tax Deductible) and to employ counsel of its choice at its expense; provided, however, that (i) the Buyer and its representatives Group Member that is the subject of the Tax audit or Proceeding shall be permittedentitled, at Buyer’s its expense, to be present atat any such Tax audit or Proceeding, and participate in, (ii) the Stockholder Representative shall not settle any such Tax audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which Proceeding in a manner that could adversely affect the increase a Buyer Group Member’s liability for Taxes of any Buyer Group Member, the Company, in a taxable period (or any Affiliate thereof for any period portion thereof) beginning after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyerthe relevant Buyer Group Member, not to be unreasonably withheld, (B) Buyer shall have conditioned or delayed. In the sole right to defend case of a Straddle Period, the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein Stockholder Representative shall be construed entitled to impose on Buyer any obligation to defend the Company participate at its expense in any Tax audit or administrative Proceeding relating (in whole or court proceedingin part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and for which Sellers may be liable pursuant to Section 8.1(a). None of any Buyer Group Member, any of its Affiliates or either of the Acquired Companies may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 8.1(a), without the prior written consent of the Stockholder Representative, not to be unreasonably withheld, conditioned or delayed.

Contest Provisions. Buyer If, subsequent to the Closing, Parent or the Surviving Corporation receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Pre-Closing Return”), then within 15 days after receipt of such notice, Parent shall notify the Selling Parties in writing upon receipt by Buyer or, after Stockholder Representative of such notice. If the Closing DateIndemnitors are expected to indemnify Indemnitees pursuant to this Agreement for any losses arising from such Tax Contest, 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties Stockholder Representative shall have the sole right to represent control the Company’s interests conduct and resolution of such Tax Contest, provided, however, that if any of the issues raised in any such Tax audit Contest could reasonably have an impact on Taxes of the Surviving Corporation for a Tax period or administrative or court proceeding which relates solely to taxable periods ending portion thereof beginning on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date (a “Post-Closing Tax Period”), then the Stockholder Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could reasonably have an impact on Taxes of the Surviving Corporation in any extent unless Post-Closing Tax Period. If the Selling Parties Stockholder Representative shall have indemnified each Buyer Group Member against the effects right to control the conduct and resolution of any such settlement without the prior written consent of Buyer, Tax Contest but elects in writing not to do so within ten days of receiving notice of such Tax Contest, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Stockholder Representative reasonably informed of all material developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without Stockholder Representative written consent, which consent shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest unless otherwise specified in this Agreement. “Tax Contest” means any audit, (B) Buyer other administrative proceeding or inquiry or judicial proceeding involving Taxes. In the event of any conflict or overlap between the provisions of this Article 7 and Article 10, this Article 7 shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. Buyer (a) Purchaser shall notify the Selling Parties Sellers’ Agent in writing upon receipt by Buyer Purchaser, 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 relating to any taxable period ending on or before the Tax liabilities of the Company for which the Selling Parties would be required Closing Date or to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)any Straddle Period; provided, that failure to comply with this provision shall not affect BuyerPurchaser’s right to indemnification hereunder under this Agreement except to the extent such failure materially impairs the Selling PartiesSellers’ ability to contest any such Tax liabilities. . (b) The Selling Parties Sellers (acting through the Seller’s Agent) shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to a Tax liability for which the Sellers would be required to indemnify Purchaser Indemnitees pursuant to Section 7.1(a) and that relates solely to a taxable periods year or period ending on or before the Closing Date, and to employ counsel of the Sellers’ choice at the Sellers’ expense; provided, however, that Buyer the Sellers shall have no right to represent the Company’s interests in any Tax audit or administrative or court proceeding unless (1) the Sellers’ Agent shall have first notified Purchaser in writing of the Sellers’ intention to do so and of the identity of counsel, if any, chosen by the Sellers in connection therewith, and (2) that the Sellers agree with Purchaser that, as between Purchaser and the Sellers, the Sellers shall be liable for any Damages relating to Taxes that result from such audit or proceeding; provided, further, that Purchaser and its representatives shall be permitted, at BuyerPurchaser’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) without the prior written consent of Purchaser, which consent may not be unreasonably withheld, conditioned or delayed, neither the Selling Parties Sellers nor any Affiliate of the Selling Parties 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 Purchaser, any Buyer Group MemberPurchaser Indemnitee, the Company, Company or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties Sellers have indemnified each Buyer Group Member Purchaser Indemnitee against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, settlement. (Bc) Buyer Purchaser shall have the sole right to defend represent the interests of the Company with respect to any issue arising Parties in connection with any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which Sellers have exercised such right pursuant to Section 7.5(b) and to employ counsel of Purchaser’s choice at Purchaser’s expense; provided, that the extent Buyer Sellers’ Agent and its representatives shall have agreed be permitted, at the Sellers’ Agent’s expense, to be present at, and participate in, any such audit or proceeding relating to a Straddle Period. Except as provided in writing the following sentence, any proceeding with respect to forego which the Sellers do not assume control in accordance with Section 7.5(b) may be settled or compromised in the discretion of Purchaser, and any such settlement or compromise shall not affect any Purchaser Indemnitee’s right to indemnification under this Agreement with respect Agreement. Notwithstanding the foregoing, without the prior written consent of the Sellers’ Agent, which consent may not be unreasonably withheld, conditioned or delayed, neither the Purchaser nor any Affiliate of the Purchaser shall be entitled to such issue and settle, either administratively or after the commencement of litigation, any claim for Taxes of any Company Party attributable to any Straddle Period which could adversely affect the liability for Taxes of Sellers under this Agreement. (Cd) nothing Nothing herein shall be construed to impose on Buyer Purchaser any obligation to defend the any Company Party or any Seller in any Tax audit or administrative or court proceeding.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after the Closing Date, the Parent or any Acquired Company of receives notice of any pending or threatened federal, state, local or foreign a Tax audits or assessments which may materially affect the Tax liabilities of the Company for which the Selling Parties would be required Contest with respect to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit Return for a Tax period or administrative or court proceeding which relates solely to taxable periods portion thereof ending on or before the Closing Date; Date (a “Pre-Closing Return”), then within fifteen (15) Business Days after receipt of such notice, the Parent shall notify the Escrow Participants’ Representative of such notice. The Escrow Participants’ Representative shall have the right to control the conduct and resolution of such Tax Contest, provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, if any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which issues raised in such Tax Contest could adversely affect the liability for impact Taxes of any Buyer Group Member, the Company, Company for a Tax period or any Affiliate portion thereof for any period beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Escrow Participants’ Representative shall afford Parent the opportunity to any extent unless control jointly the Selling Parties conduct and resolution of the portion of such Tax Contest which could have indemnified each Buyer Group Member against the effects an impact on Taxes of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Post-Closing Tax audit Period. If the Escrow Participants’ Representative shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Escrow Participants’ Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Escrow Participants’ indemnification obligations under this Agreement without Escrow Participants’ Representative written consent, which shall not be unreasonably withheld. Each party shall bear its own costs for participating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or administrative inquiry or court proceedingjudicial proceeding involving Taxes.

Contest Provisions. Buyer shall notify the Selling Parties Stockholder in ------------------ writing upon receipt by Buyer orBuyer, after the Closing Dateany of its Affiliates, or 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 the Selling Parties Stockholder would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); providedthis Article ------- XI, provided that failure to comply with this provision shall not affect Buyer’s 's -- right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ Stockholder's ability to contest any such Tax liabilities. The Selling Parties Stockholder shall have the sole right to represent the Company’s 's interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending on or before the Closing Date; , and to employ counsel of its choice at its expense, provided, however, that Buyer and its representatives -------- ------- shall be permitted, at Buyer’s 's expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties Stockholder nor any Affiliate of the Selling Parties Stockholder shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could would adversely affect the liability for Taxes of any Buyer Group MemberBuyer, the Company, Company or any Affiliate thereof for any period after the Closing Date to any extent unless (including, but not limited to, the Selling Parties have indemnified each Buyer Group Member against imposition of income Tax deficiencies, the effects reduction of asset basis or cost adjustments, the lengthening of any such settlement amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) without the prior written consent of Buyer, not to which consent may be unreasonably withheld, (B) Buyer shall have withheld in the sole right discretion of Buyer unless Stockholder has indemnified Buyer in a manner acceptable to defend Buyer against the Company with respect to effects of any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. Buyer The Sellers’ Representative shall promptly notify the Selling Parties Buyer in writing upon receipt by the Sellers’ Representative, and the Buyer orshall promptly notify the Sellers’ Representative in writing upon receipt by the Buyer, after any of its Affiliates, or the Closing DateCompanies, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially might affect the Tax liabilities of the Company Companies or any Seller for which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(iPre-Closing Tax Period (“Tax Proceeding”); provided, however, that failure to comply with this provision provide notice of a Tax Proceeding shall not affect Buyer’s right relieve any party of its obligations pursuant to indemnification hereunder this Agreement except to the extent such failure party was materially impairs the Selling Parties’ ability to contest any prejudiced by such Tax liabilitiesfailure. The Selling Parties Buyer shall have afford the sole right Sellers’ Representative, on behalf of the Sellers, at the Sellers’ expense, the opportunity to represent control the Company’s interests in conduct of any Tax audit or administrative or court proceeding which relates Proceeding relating solely to taxable periods ending on or before the a Pre-Closing DateTax Period; provided, that the Buyer and its representatives shall be permittedhave, at the expense of the Buyer’s expense, the opportunity to be present at, and reasonably participate in, in any such audit Tax Proceeding relating to a Pre-Closing Tax Period if such Tax Proceeding (or proceeding the outcome of such Tax Proceeding) could reasonably be expected to affect or have an impact on the Buyer, an Affiliate of the Buyer, or any of the Companies on or after the Closing Date. The Buyer (and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Buyer), at the expense of the Buyer, shall be entitled have the right to settlecontrol the conduct of any pending or threatened federal, either administratively state, local or after the commencement of litigationforeign Tax audits, any claim for Taxes which could adversely examinations or assessments relating to a Straddle Period that might affect the liability for Taxes Tax liabilities of any Buyer Group MemberCompany, the CompanyBuyer, or any Affiliate thereof for any period after of Buyer; provided, that the Closing Date Sellers’ Representative shall have, at the expense of the Sellers, the opportunity to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of reasonably participate in any such settlement audits, examinations or assessments relating to a Straddle Period if such audits, examinations or assessments (or the outcome of such audits, examinations or assessments) could reasonably be expected to have an adverse impact on the Sellers. Neither the Buyer nor the Sellers’ Representative shall settle, compromise or concede any such Tax Proceeding with respect to a Pre-Closing Tax Period or any audits, examinations or assessments with respect to a Straddle Period without the prior written consent of Buyerthe other, which such written consent shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit delayed or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingconditioned.

Contest Provisions. Buyer (a) The Acquiror shall promptly notify the Selling Parties Parent in writing upon receipt by Buyer orthe Acquiror or any of its Affiliates (including, after following the Closing DateClosing, the any Company Group Entity) of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially affect the Tax liabilities of the Company for which Parent may be liable hereunder; provided that the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision give such notice as provided herein shall not affect Buyer’s right to indemnification hereunder relieve Parent of its obligations under Section 7.02 or Section 10.02(a)(i), except to the extent such failure materially impairs that Parent or any of its Affiliates is actually prejudiced thereby. Such notice shall specify in reasonable detail the Selling Parties’ ability to contest basis for Parent’s purported liability and shall include a copy of the relevant portion of any such correspondence received from the relevant Tax liabilities. The Selling Parties Authority. (b) Parent or its designee shall have the sole right exclusive right, upon written notice to represent the Company’s interests in Acquiror, to control any Tax audit or administrative or court proceeding which relates solely (each, a “Tax Proceeding”) relating to Taxes of the Company Group Entities for any taxable periods period ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, Date for which Parent is reasonably expected to be present atliable hereunder and to employ counsel of their choice at their expense; provided that (i) Parent shall not, and participate inshall cause its Affiliates not to, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoingpay, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to discharge, settle, either administratively compromise, or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes otherwise dispose of any Buyer Group Member, item subject to such Tax Proceeding if such action would have an adverse effect on the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects Acquiror in respect of any such settlement Post-Closing Taxable Period which effect is material, without obtaining the prior written consent of Buyerthe Acquiror, which consent shall not to be unreasonably withheld, conditioned or delayed, (Bii) Buyer Parent shall keep the Acquiror reasonably informed concerning the progress of such Tax Proceeding, (iii) Parent shall consult with the Acquiror in good faith before taking any significant action with respect to such Tax Proceeding, and (iv) the Acquiror shall be entitled, at its expense, to participate in the conduct of any such Tax Proceeding, including attending any scheduled meetings or conferences with the relevant Tax Authority and having an opportunity to comment on any written materials prepared in connection with any such Tax action or audit. (c) Other than Tax Proceedings for which Parent has exercised its right to control pursuant to Section 7.03(b), the Acquiror shall have the sole right and obligation to defend control any Tax Proceeding relating to Tax matters of the Company Group Entities. In the event that Acquiror controls any Tax Proceeding which would reasonably be expected to result in any liability of Parent for Taxes pursuant to Section 7.02(a), (i) the Acquiror shall not, and shall cause its Affiliates not to, pay, discharge, settle, compromise, or otherwise dispose of any item subject to such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) the Acquiror shall keep Parent reasonably informed concerning the progress of such Tax Proceeding, (iii) the Acquiror shall consult with Parent in good faith before taking any significant action with respect to such Tax Proceeding, (iv) the Acquiror shall conduct such Tax Proceeding in good faith acting as if it were the sole party in interest, and (v) Parent shall be entitled, at their expense, to participate in the conduct of any issue arising such Tax Proceeding, including attending any scheduled meetings or conferences with the relevant Tax Authority and having an opportunity to comment on any written materials prepared in connection with any such Tax audit or administrative or court proceeding Proceeding. (d) Notwithstanding anything to the extent Buyer contrary in this Agreement, the Acquiror shall have agreed no rights in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in of any Tax audit Proceeding relating solely to (i) Parent or administrative any Affiliate of Parent other than solely a Company Group Entity or court proceeding(ii) any consolidated, combined, group relief or unitary group that includes Parent or any Affiliate of Parent (other than any group that consists solely of Company Group Entities).

Contest Provisions. Buyer (i) Parent shall notify the Selling Parties Representative in writing upon receipt by Buyer Parent, a Parent Group Member or, after the Closing Effective Date, the Company Surviving Corporation 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 the Selling Parties would Parent Group Members are entitled to be required to indemnify Buyer Indemnified Parties indemnified pursuant to paragraph (a) of this Section 7.1(a)(i)9.1; provided, that failure to comply with this provision shall not affect Buyera Parent Group Member’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ Representative’s ability to contest any such Tax liabilities. The Selling Parties liabilities on behalf of the Participating Equity Holders. (ii) Subject to paragraph (d)(iii) of this Section 9.1 below, the Representative shall have the sole right to represent the CompanySurviving Corporation’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which relates solely Parent Group Members are entitled to be indemnified pursuant to paragraph (a) of this Section 9.1 and which relate to taxable periods ending on or before the Closing Effective Date, and to employ counsel of the Representative’s choice; provided, however, that Buyer the Representative shall have no right to represent the Surviving Corporation’s interests in any Tax audit or administrative or court proceeding unless the Representative shall have first notified Parent in writing (A) of the Representative’s intention to do so, (B) of the identity of counsel, if any, chosen by the Representative in connection therewith, and (C) that the Representative agrees with Parent that the Parent Group Member shall be entitled to indemnification for any Losses and Expenses relating to Taxes that result from such audit or proceeding subject to, and in accordance with, Article XII; provided further that Parent and its representatives shall be permitted, at BuyerParent’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Representative shall not 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 any Buyer Parent Group Member, the Company, Company or any Affiliate thereof for any period after the Closing Effective Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of BuyerParent, which consent shall not to be unreasonably withheld, conditioned or delayed. (Biii) Buyer Parent shall have the sole right to represent the Surviving Corporation’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which the Representative has such right pursuant to paragraph (d)(ii) of this Section 9.1 and to employ counsel of Parent’s choice at Parent’s expense. Parent shall have the sole right to defend the Company Surviving Corporation with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer Parent shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and issue. Parent shall not be entitled to settle, either administratively or after commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of the Participating Equity Holders without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (Civ) nothing Nothing herein shall be construed to impose on Buyer Parent any obligation to defend the Company in any Tax audit or administrative or court proceeding, but Parent shall assist the Representative to the extent it is necessary to allow the Representative to initiate a defense of the Company in any Tax audit or legal proceeding.

Contest Provisions. Buyer If, subsequent to the Closing, Parent, the Surviving Corporation or any of its Subsidiaries receives notice of a Tax Contest with respect to any Pre-Closing Tax Period (a “Pre-Closing Tax Contest”) with respect to which Indemnified Parties claim a right to indemnification under this Agreement, then within thirty (30) Business Days after receipt of such notice, Parent shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company Stockholder Representative 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)such notice; provided, however, that any failure on the part of Parent to comply with this provision so notify the Stockholder Representative shall not affect Buyer’s right to indemnification hereunder limit any of the obligations of the Indemnifying Parties under Article VIII (except to the extent such failure materially impairs prejudices the Selling Parties’ ability to contest any defense of such Tax liabilitiesContest). The Selling Parties Stockholder Representative shall have the sole right (but not the obligation) to control the conduct and resolution of any Pre-Closing Tax Contest to the extent it is solely in respect of a Pre-Closing Tax Period. With respect to any other Pre-Closing Tax Contest, Parent shall have the right to represent control the Company’s interests conduct and resolution of such Tax Contest, provided that (i) Parent shall permit the Stockholder Representative to participate in any such Pre-Closing Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and Contest at its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances own expense (using counsel of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoingits own choosing), (Aii) neither Parent shall keep the Selling Parties nor any Affiliate Stockholder Representative reasonably informed of all material developments on a timely basis and (iii) Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Indemnifying Parties’ indemnification obligations under this Agreement without the prior Stockholder Representative’s written consent, which consent of Buyer, shall not to be unreasonably withheld, (B) Buyer conditioned or delayed. Each party shall have the sole right bear its own costs for participating in such Tax Contest, except that Indemnified Parties may be entitled to defend the Company with respect indemnification for their costs pursuant to any issue arising in connection with any Tax audit or administrative or court proceeding to this Agreement. To the extent Buyer shall have agreed in writing to forego of any indemnification under inconsistency between this Agreement with respect to such issue Section 6.4 and (C) nothing herein shall be construed to impose on Buyer any obligation to defend Section 8.3(g), the Company in any Tax audit or administrative or court proceedingprovisions of this Section 6.4 Shall control.

Contest Provisions. Buyer shall promptly notify the Selling Parties Seller Representative in writing upon receipt by Buyer or, after the Closing Date, or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise Tax audits or assessments which may materially affect the Tax liabilities Taxes and other Losses of the Company for which the Selling Parties Sellers would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i7 (a “Tax Claim”); provided, 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 the Selling Parties’ ability to contest any such Tax liabilitieshereunder. The Selling Parties Buyer shall have the sole right to represent the Company’s interests of the Company in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing DateClaim; provided, that Buyer and its representatives shall be permittedwith respect to any such Tax Claim for which Sellers may have liability under this Agreement, the Seller Representative may, at Buyer’s expenseits election, control the disposition of such Tax Claim to the extent Seller Representative acknowledges Sellers’ liability with respect to such Tax Claim and provides collateral reasonably acceptable to Buyer in an amount equal to the maximum amount for which Sellers could be present atliable with respect to such Tax Claim (as determined by Buyer in its reasonable discretion). In the event the Seller Representative elects to control any Tax Claim pursuant to the terms of this Section 6.1(c), and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, then (Ai) neither the Selling Parties nor any Affiliate of the Selling Parties Buyer shall be entitled to settle, either administratively or after participate in the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects defense of any such settlement contest; (ii) Seller Representative shall keep Buyer reasonably informed and consult with the Buyer and its tax advisors with respect to any issue relating to such Tax Claims; (iii) Seller Representative shall provide Buyer with copies of all correspondence, notices and other written materials received from any governmental authority relating to such Tax Claim and shall otherwise keep the Seller Representative and its tax advisors promptly advised of significant developments and significant communications involving representatives shall not be entitled of the governmental authority with respect thereto; (iv) Seller Representative shall provide Buyer with a copy of any written submission to a governmental authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; and (iv) Seller Representative shall not settle such Tax Claim without the prior written consent of Buyer, which consent shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit withheld or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed.

Contest Provisions. Buyer If, subsequent to the Closing, Parent, the Surviving Corporation or the Surviving Company receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period with respect to which Indemnitees claim a right to indemnification under this Agreement, then within fifteen (15) days after receipt of such notice, Parent shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company Securityholder Representative 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)such notice; provided, however, that any failure on the part of Parent, the Surviving Corporation or the Surviving Company to comply with this provision so notify the Securityholder Representative shall not affect Buyer’s right to indemnification hereunder limit any of the obligations of the Indemnitors under Article 10 (except to the extent such failure materially impairs prejudices the Selling Parties’ ability to contest any defense of such Tax liabilitiesContest). The Selling Parties Parent shall have the sole right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before Contest; provided that Parent shall permit the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, Securityholder Representative reasonable participation rights (to be present at, and participate in, any such audit or proceeding and exercised at the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate expense of the Selling Parties shall Securityholders), keep the Securityholder Representative reasonably informed of all material developments on a timely basis and not resolve such Tax Contest in a manner that could reasonably be entitled expected to settle, either administratively or after have an adverse impact on the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Indemnitors’ indemnification obligations under this Agreement without the prior Securityholder Representative’s written consent, which consent of Buyer, shall not to be unreasonably withheld, (B) Buyer conditioned, or delayed. In the case of any conflict between this Section 7.04 and Section 10.07, this Section 7.04 shall have control. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the sole right to defend the Company avoidance of doubt, this Section 7.04 shall not apply with respect to any issue arising in connection with any Tax audit or administrative or court proceeding Contest to the extent Buyer shall have agreed relating to the items set forth on Schedule 1.01(e), and any issues in writing to forego any indemnification under this Agreement with respect such Tax Contest related to such issue and (C) nothing herein shall items may be construed to impose on Buyer any obligation to defend the Company settled by Parent in any Tax audit or administrative or court proceedingits sole discretion.

Contest Provisions. (a) Each of Buyer and the Stockholders’ Representative shall promptly notify the Selling Parties in writing other upon receipt by Buyer 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 with respect to Taxes for which the Selling Parties would such other party (or such other party’s Affiliates) may be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(iliable hereunder (each a “Tax Contest”); provided, however, that the failure to comply with this provision deliver such notice shall not affect Buyer’s right to indemnification any of the parties’ obligations hereunder except to unless such party was materially prejudiced by the extent such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilitiesdelay in notice. The Selling Parties Stockholders’ Representative shall have be entitled to participate at its expense in the sole right to represent defense of and, at its option, take control of the Company’s interests in complete defense of, any Tax audit or administrative or court proceeding which relates Contest relating solely to taxable periods any Tax period ending on or before the Closing Date, including any settlement or other disposition thereof (subject to the last sentence of Section 7.3(c)), and to employ counsel of its choice at its expense. The Stockholders’ Representative shall exercise such option by providing to Buyer written acknowledgment of the indemnification obligations of the Fully Diluted Common Holders and written notice of such election within twenty (20) days of the Stockholders’ Representative’s receipt of notice pursuant to the first sentence of this Section 7.3; provided, that if the Stockholders’ Representative fails to exercise such option within such twenty (20)-day period, Buyer shall assume control and complete defense of such Tax Contest (subject to the last sentence of Section 7.3(c)). Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid solely from the Reserve Amount), procure all assistance the Stockholders’ Representative may reasonably require in relation to any action taken with respect to such Tax Contest. Buyer shall ensure that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its representatives Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Contest, including responding (in writing or otherwise) to any audit inquiry from any Taxing Authority, attending and conducting interviews, meetings, discussions and negotiations with any Taxing Authority, negotiating and concluding compromises, agreements and settlements with any Taxing Authority, lodging requests for rulings, opinions or determinations with any Taxing Authority or lodging or instituting objections, applications, appeals and other Litigations with any Taxing Authority, tribunal or court. (b) With respect to any Tax Contest relating to a Straddle Period, the Tax Items subject to such Tax Contest shall be permitteddistinguished among those for which the Fully Diluted Common Holders, at Buyer’s expense, to be present aton the one hand, and participate inthe Buyer, any such audit or proceeding on the other hand, are liable, and the Selling Parties give adequate assurances Stockholders Representative or the Buyer, respectively, shall control the defense of their ability those Taxes for which it is liable. If any Tax Item cannot be identified as being a liability exclusively of one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential liability for such Tax Items shall control the defense of the Tax Contest. (c) In controlling the conduct of all or any portion of a Tax Contest described in Section 7.3(a) or (b), the controlling party shall: (i) keep the non-controlling party reasonably informed regarding the status and progress of such Tax Contest; and (ii) provide to satisfy the non-controlling party drafts of any material correspondence to any Taxing Authority and all costs and liabilities associated therewithconsider in good faith any comments of the non-controlling party (or its advisors) on the correspondence. Notwithstanding anything to the foregoingcontrary herein, (A) neither the Selling Parties Stockholders’ Representative nor any Affiliate of the Selling Parties shall be entitled Buyer may agree to settle, either administratively or after the commencement of litigation, settle any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, a Tax period ending on or any Affiliate thereof for any period after prior to the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement or a Straddle Tax Period without the prior written consent of Buyersuch other party, which consent shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit conditioned or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed.

Contest Provisions. Buyer (i) Buyers shall notify the Selling Parties Sellers’ Representative in writing upon receipt by Buyer Buyers, any of their Affiliates or, after the Closing Date, the an Acquired Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect relating to any taxable period ending on or before the Tax liabilities of the Company for which the Selling Parties would be required Closing Date or to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)any Straddle Period; provided, that failure to comply with this provision shall not affect Buyer’s Buyers’ right to indemnification hereunder under this Agreement except to the extent such failure materially impairs the Selling PartiesSellers’ ability to contest any such Tax liabilities. The Selling Parties . (ii) Sellers’ Representative shall have the sole right to represent the an Acquired Company’s interests in any Tax audit or administrative or court proceeding relating to a Tax liability (A) for which Sellers would be required to indemnify Buyer Group Members pursuant to Section 8.1(a) and (B) that relates solely to a taxable periods year or period ending on or before the Closing Date, and to employ counsel of Sellers’ Representative’s choice at Sellers’ Representative’s expense; provided, however, that Buyer except for Tax audits and its representatives administrative or court proceedings disclosed on Schedule 5.6(B), Sellers’ Representative shall have no right to represent an Acquired Company’s interests in any Tax audit or administrative or court proceeding unless (1) Sellers’ Representative shall have first notified Buyers in writing of Sellers’ Representative’s intention to do so and of the identity of counsel, if any, chosen by Sellers’ Representative in connection therewith and (2) the Sellers agree with Buyers that, as between Buyers and Sellers, Sellers shall, jointly and severally, be liable for any Losses and Expenses relating to Taxes that result from such audit or proceeding. Sellers’ Representative intends to represent one or more Acquired Company’s interests in Tax audits and administrative or court proceedings disclosed on Schedule 5.6(B), and agree with Buyers that, as between Buyers and Sellers, Sellers shall, jointly and severally, be liable for any Losses and Expenses relating to Taxes that result from such audit or proceeding. Buyers and their Representatives shall be permitted, at Buyer’s Buyers’ expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Sellers’ Representative shall not 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 any Buyer Group Member, the Company, an Acquired Company or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of BuyerBuyers, which consent shall not to be unreasonably withheld, conditioned or delayed. (Biii) Buyer Buyers shall have the sole right to represent an Acquired Company’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which Sellers has exercised such right pursuant to paragraph Section 8.1(c)(ii) and to employ counsel of Buyers’ choice at Buyers’ expense. Buyers shall have the sole right to defend the an Acquired Company with respect to any issue issue, and settle or compromise any issue, arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer Buyers shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and issue. (Civ) nothing Nothing herein shall be construed to impose on Buyer Buyers any obligation to defend the an Acquired Company in any Tax audit or administrative or court proceeding. Any proceeding with respect to which Sellers’ Representative does not assume control in accordance with this Section 8.1(c) may be settled or compromised in the discretion of Buyers, and any such settlement or compromise shall not affect any Buyer Group Member’s right to indemnification under this Agreement.

Contest Provisions. Buyer Securityholders’ Representative shall notify have the Selling Parties in writing upon receipt by Buyer or, after right to control the Closing Date, the Company of notice conduct and resolution of any pending audit or threatened federal, state, local other proceeding in respect of any Taxes or foreign Tax audits or assessments which may materially affect the Tax liabilities Returns of the Company for which and any of its Subsidiaries (a “Tax Contest”), related to any Flow-Through Return, provided that Securityholders’ Representative shall in good faith allow Parent to make comments to Securityholders’ Representative regarding the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision conduct of or positions taken in such Tax Contest and shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest settle any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Contest without the prior written consent of BuyerParent, which consent will not to be unreasonably withheld, (B) Buyer conditioned or delayed. Parent shall have the sole right to defend control all other Tax Contests of the Company and any of its Subsidiaries, provided that Parent shall in good faith allow Securityholders’ Representative to make comments to Parent regarding the conduct of or positions taken in such Tax Contest and shall not settle any such Tax Contest without the prior written consent of Securityholders’ Representative, which consent will not be unreasonably withheld, conditioned or delayed. Parent shall not (and shall cause its Affiliates not to) take any Parent Closing Date Transaction (including, for the avoidance of doubt, any action to liquidate Blocker on the Closing Date after the Closing). Parent shall not, and shall not allow the Company or any of its Subsidiaries, to make an election under Code Section 6226 with respect to any issue arising in connection with any a Pre-Closing Tax audit Period or administrative or court proceeding to Straddle Period without the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend prior written consent of the Company in any Tax audit or administrative or court proceedingSecurityholders’ Representative.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer orClosing, after the Closing Date, Purchaser or the Company of receives notice of a Tax Contest with respect to any pending or threatened federalTax Return for a Pre-Closing Tax Period, statethen within fifteen (15) days after receipt of such notice, local or foreign Purchaser shall promptly notify Sellers of such notice. Purchaser shall have the right to control the conduct and resolution of such Tax audits or assessments which may materially affect the Tax liabilities Contest, provided, however, that Purchaser shall keep Sellers reasonably informed of the Company for progress of such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without obtaining Sellers prior written consent thereto, which the Selling Parties would shall not be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)unreasonably withheld, conditioned or delayed; provided, further, that failure to comply with this provision Sellers shall not affect Buyer’s have the right to indemnification hereunder except to control, at the extent such failure materially impairs Sellers’ expense, the Selling Parties’ ability to contest conduct and resolution of any such Tax liabilities. The Selling Parties Contest for a Pre-Closing Tax Period (other than a Straddle Period) that would be subject to indemnification under Section 10.02, and would not be expected to increase or otherwise adversely affect the Taxes of the Purchaser or the Company in a Post-Closing Tax Period, provided, that (i) Sellers shall keep Purchaser reasonably informed of the progress of such Tax Contest, (ii) Purchaser shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permittedparticipate, at Buyerthe Purchaser’s expense, to be present atin the conduct and resolution of any such Tax Contest, and participate in, (iii) Sellers shall not effect any settlement or compromise of any such audit Tax Contest without obtaining Purchaser’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoingdelayed, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively if such settlement or after the commencement of litigation, any claim for Taxes which could adversely affect compromise would increase the liability for Taxes of any Buyer Group MemberPurchaser or the Company in a Post-Closing Tax Period; provided, however that, notwithstanding the Companyforegoing, Purchaser shall have the right to control or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects assume control of any such Tax Contest if the Sellers fail to assume control of the conduct and resolution of any Tax Contest within fifteen (15) days of the receipt of the notice from the Purchaser or Sellers fail to diligently contest such Tax Contest, provided, that Purchaser shall keep Sellers reasonably informed of the progress of such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without the obtaining Sellers prior written consent of Buyerthereto, which shall not to be unreasonably withheld, (B) Buyer conditioned or delayed. In the event of any conflict or overlap between the provisions if this Section 9.03 and Section 10.05, the provisions of this Section 9.03 shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. Buyer shall promptly notify the Selling Parties Seller in writing upon receipt by Buyer orBuyer, after any of its Affiliates or any of the Closing Date, the Company Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits audits, examinations or assessments which may materially would affect the Tax liabilities of the Company Liabilities for which the Selling Parties would be required to indemnify Buyer Indemnified Parties Seller is liable pursuant to Section 7.1(a)(i10.01(a) (a “Pre-Closing Tax Contest”); provided, however, that failure to comply with this provision provide such notice shall not affect Buyer’s right to indemnification void any indemnity hereunder except to the extent Seller is actually prejudiced by such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilitiesfailure. The Selling Parties Seller shall have the sole right to elect, within thirty (30) days of receipt of written notice, to represent the Company’s Acquired Companies’ interests in any such Tax audit or administrative or court proceeding which relates conducted on a combined, consolidated or unitary basis with Seller or solely relating to taxable periods ending on or before the Closing DateDate the resolution of which is not reasonably expected to affect any Taxes or Tax position in any Tax period beginning on or after the Closing Date and for which Seller is liable pursuant to Section 10.01(a), and to employ counsel of its choice at its expense; provided, provided that Buyer and its representatives shall be permitted, at Buyer’s expense, have the right to be present at, and participate in, in any such audit or proceeding with respect to Taxes imposed on the Acquired Companies, the Transferred Assets or the Business (except to the extent that such audit or proceeding is with respect to U.S. federal or state income Taxes imposed or calculated on a combined, consolidated or unitary basis with Seller or any of its Affiliates) and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, Seller shall (Aa) neither the Selling Parties nor any Affiliate keep Buyer informed of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects progress of any such settlement audit or proceeding in a timely manner, (b) promptly provide Buyer with copies of all material correspondence or other material documents relating to such audit or proceeding, (c) promptly provide notice to Buyer of any material scheduled meetings (whether telephonic or in person) with any Taxing Authority relating to such audit or proceeding, and (d) not settle any such audit or proceeding without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent such settlement could reasonably be expected to affect any Taxes or Tax position of the Buyer or its Affiliates (including the Acquired Companies) in any Taxable year or period (or portion thereof) ending after the Closing Date. If Seller does not or cannot elect to control a Pre-Closing Tax Contest, Buyer shall control such proceeding and Seller shall have the rights of the non-controlling party, mutatis mutandis. In the case of any such audit or proceeding of an Acquired Company for a Straddle Period, Seller shall be entitled to elect to participate at its expense in such audit or proceeding with respect to the portion of such Straddle Period ending on or before the Closing Date for which Seller is liable pursuant to Section 10.01(a). None of Buyer, any of its Affiliates or the Acquired Companies may settle any such audit or proceeding with respect to the portion of such audit or proceeding relating to Taxes for which Seller is liable pursuant to Section 10.01(a), without the prior written consent of Seller, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit conditioned or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingdelayed.

Contest Provisions. (a) In the event (i) Sellers or their Affiliates or (ii) Buyer shall notify the Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company of or its Affiliates receives notice of any pending or threatened federal, state, local Tax audit or foreign Tax audits assessment or assessments which may materially affect the Tax liabilities of the Company for other dispute concerning Taxes with respect to which the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); providedother Party may incur liability under this Article IX, 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 Buyerany Party’s right to indemnification hereunder except to the extent unless such failure materially impairs adversely affects the Selling Parties’ ability of the Party that did not receive notice to contest any challenge such Tax liabilities. The Selling Parties audits or assessments. (b) Sellers’ Representative shall have the sole right to represent the interests of the Company’s interests , JTF Holdco and Tylee Holdco in any Tax audit or administrative or court proceeding which relates solely relating to any Tax for any taxable periods period ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances to employ counsel of their ability to satisfy any and all costs and liabilities associated therewithits choice at Sellers’ expense. Notwithstanding the foregoing, (A) neither Seller’s Representative shall not be entitled to settle, either administratively or after the Selling Parties nor commencement of litigation, any Affiliate material claim regarding Taxes with respect to any Tax Return of the Selling Parties Company, JTF Holdco or Tylee Holdco that would adversely affect the liability for Taxes of Buyer or any of the Company, JTF Holdco and Tylee Holdco 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 not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be necessary to the 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, JTF Holdco or Tylee Holdco 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, however, that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for regarding Taxes which could that adversely would affect the liability for of Sellers (including any Taxes that may be payable by any indirect owners of any Buyer Group Member, the Company, or any Affiliate thereof Sellers) for any period after Tax or create an indemnity obligation on the Closing Date part of Sellers, without the prior consent of Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to any the extent unless the Selling Parties have indemnified each that Buyer Group Member indemnifies Sellers against the effects of such settlement. Where consent to settlement is withheld by Sellers’ Representative pursuant to this Section 9.3, Seller may continue or initiate any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingfurther proceedings at its own expense.

Contest Provisions. (i) Buyer shall notify the Selling Parties Sellers in writing upon receipt by Buyer Buyer, any of its Affiliates or, after the Second Closing Date, the Group Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which relating to any taxable period ending on or before the Second Closing Date or to any Straddle Period. Within ten (10) days after the Sellers’ receipt of such notice, the Sellers may materially affect the Tax liabilities of the Company for which the Selling Parties would be required elect by written notice to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); 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 the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the a Group Company’s interests in any Tax audit or administrative or court proceeding relating to 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 periods year or period ending on or before the Second Closing Date, and to employ counsel of Sellers’ choice at Sellers’ expense; provided, however, that (1) Sellers shall have no right to represent any Group Company’s interests in any Tax audit or administrative or court proceeding unless Sellers shall have first notified Buyer in writing of Sellers’ intention to do so and of the identity of counsel, if any, chosen by Sellers in connection therewith, and (2) each Seller Group Member shall have agreed with Buyer that, as between Buyer and the Seller Group Members, the Seller Group Members shall be liable for any Damages that result from such audit or proceeding; provided, further, that Buyer and its representatives shall be permitted to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, Sellers shall not enter into any settlement or otherwise compromise any claim, assessment or audit that adversely affects the Tax liability of Buyer, the Group Companies, or any Affiliate of the foregoing for any period ending after the First Closing Date without the prior written consent of Buyer. (ii) Should Sellers not elect to contest the audit, claim or assessment under Section 11.01(c)(i) above, then Buyer shall have the sole right to represent the Company’s and each Subsidiary’s interests in any such Tax audit or administrative or court proceeding and to employ counsel of Buyer’s choice at Sellers’ expense; provided, however, that Sellers and their Representatives shall be permitted, at Buyer’s Sellers’ expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, proceeding. (Aiii) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing Nothing herein shall be construed to impose on Buyer any obligation to defend the Company Group Companies in any Tax audit or administrative or court proceeding. Subject to Section 11.01(c)(i) above, any proceeding may be settled or compromised in the discretion of Buyer, and any such settlement or compromise shall not affect any Buyer Group Member’s right to indemnification under this Agreement.

Contest Provisions. If, subsequent to the Closing, any of Buyer, any Purchased Entity or any Subsidiary of a Purchased Entity receives notice of any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes (a “Tax Contest”) with respect to any Tax Return of any Purchased Entity, any Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets for a Pre-Closing Tax Period, then within five (5) calendar days after receipt of such notice, Buyer shall notify Parent of such notice; provided that the Selling Parties in writing upon receipt by Buyer 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with this provision so notify Parent shall not affect Buyer’s right to relieve Parent of its indemnification hereunder obligations under this Agreement except to the extent that Parent has been damaged by such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilitiesfailure. The Selling Parties Parent shall have the sole right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; Contest, provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, if any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall be entitled to settle, either administratively or after the commencement of litigation, issues raised in such Tax Contest could have any claim for adverse impact on Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, any Purchased Entity or any Subsidiary of a Purchased Entity or with respect to the Purchased Assets or the Parent IP Assets for a Post-Closing Tax Period, then Parent (i) shall afford Buyer the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest that could have such an impact, (ii) keep Buyer informed of all developments on a timely basis with respect to such Tax Contest to the extent that Buyer is not to jointly controlling the conduct and resolution of such Tax Contest, and (iii) shall not resolve such Tax Contests without Buyer’s written consent, which shall not be unreasonably withheld, (B) conditioned or delayed. If Parent shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Buyer shall have the sole right to defend control the Company with respect to any issue arising in connection with any conduct and resolution of such Tax audit or administrative or court proceeding to the extent Contest, provided that Buyer shall have agreed keep Parent informed of all developments on a timely basis and Buyer shall not resolve such Tax Contest without Parent’s written consent, which shall not be unreasonably withheld, conditioned, or delayed. Each party shall bear its own costs for participating in writing to forego such Tax Contest. In the event of any indemnification under conflict between this Agreement with respect to such issue Section 8.7 and (C) nothing herein the provisions of Section 7.5, the provisions of this Section 8.7 shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingcontrol.

Contest Provisions. (i) After the Closing, each of the Buyer and the Company, on the one hand, and the Seller, on the other hand, (the "Recipient") shall promptly notify the Selling Parties chief tax officer (or other officer if no such position exists) of the other party in writing upon (including by facsimile) of the receipt by Buyer or, after the Closing Date, the Company Recipient of any written notice of any pending or threatened federalaudits, statenotice of deficiency, local proposed adjustment, assessment, examination or foreign other administrative or court proceeding, suit, dispute or other similar claim (a "Tax audits Claim") received by Recipient from any Tax authority or assessments which may materially any other party with respect to Taxes which, if determined adversely, could be grounds for indemnification under this Section 4.6; provided however, that a failure by the Buyer to give such notice shall not affect the Buyer's or Company's rights to indemnification under Section 4.6 unless and to the extent the Seller is materially and adversely prejudiced as a consequence of such failure. (ii) The Seller may elect to control the conduct, through counsel of the Seller's own choosing and at the Seller's own expense and with the participation of the Buyer, or any Tax liabilities Claim involving any asserted liability with respect to or relating to any Pre-Closing Period. If the Seller desires to elect to control any such Tax Claim, the Seller shall within 10 calendar days of receipt of the notice of asserted Tax liability notify Buyer in writing of its intent to do so. If the Seller properly elects to control such Tax Claim, then the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate at the expense of the Seller, in each phase of such Tax Claim; provided however, that the Seller shall not settle, compromise and/or concede such asserted liability if such settlement, compromise or concession could increase the Tax liability of any of the Buyer (or any of its Affiliates) or the Company for which any other taxable period without the Selling Parties would be required consent of the Buyer. If the Seller does not elect to indemnify Buyer Indemnified Parties control a Tax Claim for a Pre-Closing Period pursuant to this Section 7.1(a)(i4.6(e) (or, after assuming control, the Seller fails to reasonably defend against such Tax Claim), the Buyer or the Company may without affecting its or any other indemnified party's rights to indemnification under this Section 4.6, assume and control the defense of such Tax Claim with participation by the Seller (at Seller's expense); provided, however, that failure to comply with this provision the Buyer may not settle or compromise such Tax Claim without the consent of the Seller, which consent shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding.

Contest Provisions. Buyer shall notify the Selling Parties in writing upon Promptly after receipt by Buyer or, after Holdings or the Closing Date, the Company Principal ProMed Shareholders of written notice of the assertion or commencement of any pending claim, audit, examination or threatened federal, other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Company and/or ProMed Subsidiary or any of its assets (“Tax audits Authority”) relating to Taxes of ProMed Company and/or ProMed Subsidiary with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Holdings or assessments which may materially affect the Principal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax liabilities Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The failure of the Company for which Principal ProMed Shareholders to receive prompt notice from Holdings as provided in this Agreement will not relieve the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with Principal ProMed Shareholders of any of his indemnification obligations under this provision shall not affect Buyer’s right to indemnification hereunder Agreement except to the extent such failure materially impairs has a material adverse effect on the Selling PartiesPrincipal ProMed Shareholders’ ability to contest any such defend the Tax liabilitiesClaim. The Selling Parties shall Principal ProMed Shareholders will have the sole right to represent the ProMed Company’s and/or ProMed Subsidiary’s interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending on Pre-Closing Tax Periods as to any issues that could materially affect the Principal ProMed Shareholders’ liability for Taxes or before indemnification obligations, and to employ counsel (reasonably acceptable to Holdings) of the Closing DatePrincipal ProMed Shareholders’ choice at its expense; provided, however, that Buyer Holdings and its their representatives shall will be permitted, at Buyer’s their expense, to be present at, and participate in, at any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall Principal ProMed Shareholders will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes which could that would adversely affect the liability for Taxes of any Buyer Group MemberHoldings, the Company, ProMed Company or any Affiliate thereof ProMed Subsidiary for any period after the Closing Date to any extent without the written consent of Holdings unless the Selling Parties have indemnified each Buyer Group Member Principal ProMed Shareholders makes adequate provision to the satisfaction of Holdings to indemnify Holdings against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. Buyer shall promptly notify the Selling Parties Repap in writing upon receipt by Buyer or, after the Closing Date, the Company or any of its Affiliates (including Repap USA or any of its Affiliates) of notice of any pending or threatened federal, state, local or foreign Tax income or franchise tax examinations, inquiries or audits or assessments which may materially affect the Tax tax liabilities of the Company Repap USA or its Subsidiaries for which the Selling Parties would Repap may be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, Sections 5.2(b) or 5.9(c) (provided that failure to comply with give this provision notice shall not affect Buyer’s 's right to indemnification hereunder except to the extent unless such failure materially impairs the Selling Parties’ ability is prejudicial to contest Repap), or which may affect any such Tax liabilitiestax liability or refund claim of Repap. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives Repap shall be permittedentitled to participate at its expense in the defense of any claims for Taxes or any other proposed adjustments which may be the subject of indemnification by Repap pursuant to Section 5.2(b) or 5.9(c), and, with the written consent of Buyer, at Buyer’s its sole expense, to be present at, and participate in, any may assume the entire defense of such audit claims or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproposed adjustments. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Repap shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could would adversely affect the liability for Taxes of any Buyer Group Memberthe Buyer, the Company, Repap USA or any Affiliate thereof its Subsidiaries for any period after the Closing Date to any extent unless (including, but not limited to, the Selling Parties have indemnified each Buyer Group Member against imposition of income tax deficiencies, the effects reduction of asset basis or cost adjustments, the lengthening of any such settlement amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) without the prior written consent of Buyer, . Such consent shall not to be unreasonably withheld. Neither Buyer, (BRepap USA nor its Subsidiaries may agree to settle any claim for Taxes or other proposed adjustments which may be the subject of indemnification by Repap under Sections 5.2(b) Buyer or 5.9(c) without the prior written consent of Repap, which consent shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall not be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingunreasonably withheld.

Contest Provisions. Buyer (i) Purchaser shall notify the Selling Parties Sellers’ Representative in writing upon receipt by Buyer Purchaser, any of its Affiliates or, after the Closing Date, the any Company or any Company Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect relating to any taxable period ending on or before the Tax liabilities of the Company for which the Selling Parties would be required Closing Date or to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i)any Straddle Period; provided, provided that failure to comply with this provision shall not affect BuyerPurchaser’s right to indemnification hereunder under this Agreement except to the extent such failure Sellers are materially impairs the Selling Partiesprejudiced thereby. (ii) Sellers’ ability to contest any such Tax liabilities. The Selling Parties Representative shall have the sole right to represent the Companyeach Company and each Company Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to a Tax liability for which Sellers would be required to indemnify Purchaser Indemnitee pursuant to paragraph (a) of this Section 8,01 (but excluding any Straddle Period) or that relates solely to a taxable periods year or period ending on or before the Closing Date, and to employ counsel of Sellers’ Representative’s choice at Sellers’ expense; provided, however, that Buyer Sellers’ Representative shall have no right to represent any Company or any Company Subsidiary’s interests in any Tax audit or administrative or court proceeding unless (1) Sellers’ Representative shall have first notified Purchaser in writing of Sellers’ Representative’s intention to do so and of the identity of counsel, if any, chosen by Sellers in connection therewith, and (2) Sellers’ Representative shall have agreed with Purchaser that, as between Purchaser and Sellers, Sellers shall be liable for any Losses relating to Taxes that result from such audit or proceeding; provided, further, that Purchaser and its representatives shall be permitted, at BuyerPurchaser’s expense, to be present at, and participate in, at any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties Sellers’ Representative, Sellers, nor any Affiliate of the Selling Parties 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 any Buyer Group MemberPurchaser Indemnitee, the any Company, any Company Subsidiary or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, Purchaser (such consent not to be unreasonably withheld, conditioned, or delayed). (Biii) Buyer Purchaser shall have the sole right to defend the represent each Company with respect to any issue arising and each Company Subsidiary’s interests in connection with any Tax audit or administrative or court proceeding relating to the extent Buyer shall have agreed in writing Tax liabilities other than those for which Seller has exercised such right pursuant to forego any indemnification under paragraph (g)(ii) of this Agreement with Section 8,01 and to employ counsel of Purchaser’s choice at Purchaser’s expense. With respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative proceeding relating to a taxable year or court period ending on or before the Closing Date (including a Straddle Period), Sellers’ Representative, and any counsel thereof, shall be permitted, at Sellers’ expense, to be present and participate at any such audit or proceeding. Notwithstanding the foregoing, neither Purchaser nor any Affiliate of Purchaser (including any Company and any Company Subsidiary following the Closing Date) shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that could adversely affect the liability for Taxes of any Seller or a Seller’s indemnification obligation, without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed).

Contest Provisions. Buyer shall notify the Selling Parties in writing upon Promptly after receipt by Buyer or, after Group or the Closing Date, the Company Principal ProMed Shareholders of written notice of the assertion or commencement of any pending claim, audit, examination or threatened federal, other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Pomona or any of its assets (“Tax audits Authority”) relating to Taxes of ProMed Pomona with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or assessments which may materially affect the Principal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax liabilities Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The failure of the Company for which Principal ProMed Shareholders to receive prompt notice from Group as provided in this Agreement will not relieve the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, that failure to comply with Principal ProMed Shareholders of any of his indemnification obligations under this provision shall not affect Buyer’s right to indemnification hereunder Agreement except to the extent such failure materially impairs has a material adverse effect on the Selling PartiesPrincipal ProMed Shareholders’ ability to contest any such defend the Tax liabilitiesClaim. The Selling Parties shall Principal ProMed Shareholders will have the sole right to represent the CompanyProMed Pomona’s interests in any Tax audit or administrative or court proceeding which relates solely relating to taxable periods ending on Pre-Closing Tax Periods as to any issues that could materially affect the Principal ProMed Shareholders’ liability for Taxes or before indemnification obligations, and to employ counsel (reasonably acceptable to Group) of the Closing DatePrincipal ProMed Shareholders’ choice at its expense; provided, however, that Buyer Group and its their representatives shall will be permitted, at Buyer’s their expense, to be present at, and participate in, at any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties shall Principal ProMed Shareholders will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes which could that would adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof ProMed Pomona for any period after the Closing Date to any extent without the written consent of Group unless the Selling Parties have indemnified each Buyer Principal ProMed Shareholders makes adequate provision to the satisfaction of Group Member to indemnify Group against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingsettlement.

Contest Provisions. (i) Buyer shall notify the Selling Parties Seller in writing upon receipt by Buyer Buyer, any of its Affiliates or, after the Closing Date, the Company or the Subsidiary, 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 or the Subsidiary for which the Selling Parties Seller would be required to indemnify Buyer Indemnified Parties Group Members pursuant to Section 7.1(a)(i8.2(a); provided, 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 the Selling Parties’ Seller’s ability to contest any such Tax liabilities. The Selling Parties . (ii) Seller shall have the sole right to represent the Company’s and the Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which relates solely Seller would be required to indemnify Buyer Group Members pursuant to Section 8.2(a) 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 or the Subsidiary’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 shall have agreed with Buyer in writing that, as between Buyer and Seller, under the terms of this Agreement, Seller is liable for any 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 or the Subsidiary in any Tax audit or administrative or court proceeding. Buyer shall have the sole right to defend the Company or the Subsidiary with respect to any issue arising with respect to any such Tax audit or administrative or court proceeding and to the Selling Parties give adequate assurances of their ability extent Buyer shall have agreed in writing to satisfy forego any and all costs and liabilities associated therewithindemnification under this Agreement with respect to such issue. Notwithstanding the foregoing, (A) neither the Selling Parties Seller nor any Affiliate of the Selling Parties Seller 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 any Buyer Group Member, the Company, the Subsidiary or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have Seller has indemnified each Buyer Group Member against the effects of any such settlement without (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) and Seller has obtained the prior written consent of Buyer, which consent shall not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding.

Contest Provisions. Buyer shall notify If, subsequent to the Selling Parties in writing upon receipt by Buyer or, after the Closing DateMerger Closing, the Company of Asset Parent or the Surviving Corporation receives notice of any pending audit, other administrative proceeding or threatened federalinquiry or judicial proceeding involving Taxes (a “Tax Contest”) with respect to any Tax Return (a “Pre-Closing Return”) for any Pre-Closing Tax Period with respect to which the Asset Purchaser or the Surviving Corporation claims a right to indemnification under this Agreement, statethe Asset Purchaser and the Surviving Corporation shall promptly notify the Shareholders of such notice. If the Shareholders are expected to fully indemnify the Asset Purchaser or the Surviving Corporation pursuant to this Agreement for any losses arising from such Tax Contest, local the Shareholders shall have the right to control the conduct and resolution of such Tax Contest; provided, however, that if any of the issues raised in such Tax Contest could have an impact on Taxes or foreign Tax audits or assessments which may materially affect the Tax liabilities position of the Company Asset Purchaser, the Surviving Corporation or any of their Affiliates for any Post-Closing Tax Period, then the Shareholders shall afford the Asset Purchaser the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have an impact on Taxes of the Selling Parties would be required Asset Purchaser, the Surviving Corporation or their Affiliates in such Post-Closing Tax Period. If the Shareholders shall have the right to indemnify Buyer Indemnified Parties pursuant control the conduct and resolution of such Tax Contest but elects in writing not to Section 7.1(a)(i)do so within ten days of receiving notice of such Tax Contest, then the Asset Purchaser shall have the right to control the conduct and resolution of such Tax Contest; provided, that failure to comply with this provision the Asset Purchaser shall not affect Buyer’s right to indemnification hereunder except to keep the extent such failure materially impairs the Selling Parties’ ability to contest any Shareholders reasonably informed of all material developments on a timely basis. Each Party shall bear its own costs for participating in such Tax liabilities. The Selling Parties shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingContest.

Contest Provisions. Buyer (i) Parent shall notify the Selling Parties Holder Representative in writing upon within ten (10) business days of receipt by Buyer or, after the Closing DateParent, the Company Surviving Corporation or their respective Subsidiaries 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 the Selling Parties would be required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(iSurviving Corporation or its Subsidiaries that are Holder Taxes (“Tax Contest”); provided, however, that Parent’s failure to comply with this provision such notice requirement shall not affect BuyerParent’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ if Holder Representative’s ability to contest any such Tax liabilities. liability is not materially adversely affected. (ii) The Selling Parties Holder Representative shall have the sole right right, at its election and expense, to represent the Company’s interests in control any Tax audit or administrative or court proceeding which relates Contest related solely to taxable periods ending on or before the Closing DateHolder Taxes; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither Parent shall have the Selling Parties nor right at its own expense, directly or through its designated representatives, to participate fully in such Tax Contest, including to review in advance and comment upon submissions made in the course of such Tax Contest and to attend any Affiliate of the Selling Parties shall be entitled to settle, either administratively in-person or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written telephonic meetings and (B) Parent’s consent of Buyer, (not to be unreasonably withheld, (Bconditioned or delayed) Buyer shall be required for any settlement by the Holder Representative that could affect the Tax liability of Parent, the Company or any of its Subsidiaries in any taxable period to the extent such Tax liability would not be a Holder Tax. With respect to all Tax Contests that the Holder Representative does not elect to control pursuant to the immediately preceding sentence and all other proceedings with respect to Taxes, Parent shall have the sole right responsibility for, and shall control, such Tax Contest or proceedings; provided, however, that the Holder Representative’s consent (not to defend be unreasonably withheld, conditioned, or delayed) shall be required for any settlement that could affect the Company with respect liability of the Holders or an amount payable to the Holders under this Agreement. These procedures, and not the procedures set forth in this Section 9.2(d), shall apply to any issue arising in connection with audits, examinations, proposed adjustments or other type of controversy involving any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceedingmatters.

Contest Provisions. (a) Buyer shall promptly notify the Selling Parties Seller in writing upon receipt by Buyer Buyer, any of its Affiliates or, after the Closing Date, any of the Company Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits audits, assessments, or assessments which may materially affect proceedings (a “Tax Action”) relating to any taxable period ending on or before the Closing Date or any taxable period that includes but does not end on the Closing Date or relating to a Tax liabilities of the Company for which the Selling Parties would Seller may be required to indemnify Buyer Indemnified Parties liable pursuant to Section 7.1(a)(i)this Agreement; provided, provided that the failure to comply with this provision provide such notice shall not affect Buyer’s right to indemnification hereunder release Seller from any of its obligations under this Article X, except to the extent such failure Seller is actually materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Selling Parties prejudiced by such. (b) Seller shall have the sole right to represent interests of any of the Company’s interests Acquired Companies in any Tax audit or administrative or court proceeding which relates solely Action relating to a taxable periods period ending on or before the Closing DateDate (such proceeding, a “Seller Proceeding”), and to employ counsel of Seller’s choice at Seller’s expense; provided, however, that (i) Seller shall reasonably consult with Buyer and keep Buyer reasonably informed regarding the progress and any potential compromise or settlement of each Seller Proceeding, (ii) Buyer and its representatives Representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any Seller Proceeding, and (iii) Seller shall not settle or compromise any such audit Seller Proceeding without Buyer’s prior written consent (which shall not be unreasonably withheld, delayed or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithconditioned). Notwithstanding the foregoing, (A) neither the Selling Parties Neither Buyer nor any Affiliate of the Selling Parties Buyer 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 relating to any Buyer Group Member, the Company, taxable period ending on or any Affiliate thereof for any period after before the Closing Date or to any extent unless taxable period that includes but does not end on the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement Closing Date or relating to a Tax for which Seller would be liable pursuant to this Agreement without the prior written consent of BuyerSeller, which shall not to be unreasonably withheld, delayed, or conditioned. (c) Notwithstanding anything to the contrary in this Agreement, in the case of any potential Loss for which Seller is obligated to indemnify Buyer or any Buyer Indemnified Party pursuant to this Agreement arising out of or resulting from (A) a failure of any Insurance Contract to comply with the statutes, Treasury Regulations and administrative guidance referred to in Section 5.21, (B) any failure of the computer programs, as operated by the Acquired Companies, in combination with the systems, processes and procedures (including manual workarounds) employed by the Acquired Companies, to maintain the United States federal income tax treatment of the Insurance Contracts in accordance with applicable provisions of the Code (as represented and warranted in Section 5.21(d)) or (C) any failure of the Acquired Companies to comply with the requirements referred to in Section 5.21(c), Buyer shall have the right to control the resolution of such potential Loss, including control of all corrective measures undertaken to remediate such failure (including obtaining remediation or other corrective relief from any Tax Authority or remediating any failure of the computer programs, as operated by the Acquired Companies, in combination with the systems, processes and procedures (including manual workarounds) employed by the Acquired Companies, to maintain the United States federal income tax treatment of the Insurance Contracts in accordance with applicable provisions of the Code). To the extent that such corrective measures include obtaining remediation or other relief from a Tax Authority or any other proceeding, Seller may participate in all discussions or proceedings with such Tax Authority or in such other proceeding at its own expense, and Buyer shall not implement any such corrective measures (including the settlement or compromise of any proceeding) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Buyer shall have the sole right to defend represent interests of any of the Company Acquired Companies in any Tax Action other than Seller Proceedings, and to employ counsel of Buyer’s choice at Buyer’s expense; provided however, that with respect to any issue arising such proceeding which would be reasonably expected to result in connection with any Tax audit or administrative or court proceeding to the extent an indemnification obligation by Seller under this Agreement: (i) Buyer shall have agreed in writing reasonably consult with Seller and keep Seller reasonably informed regarding the progress and any potential compromise or settlement of each such proceeding, (ii) Seller and its Representatives shall be permitted, at Seller’s expense, to forego be present at, and participate in, any indemnification under this Agreement with respect to such issue proceeding, and (Ciii) nothing herein Buyer shall not settle or compromise any such proceeding without Seller’s prior written consent (which shall not be construed to impose on Buyer any obligation to defend the Company in any Tax audit unreasonably withheld, delayed or administrative or court proceedingconditioned).

Contest Provisions. Buyer (i) Parent shall notify the Selling Parties Securityholder Representative in writing upon receipt by Buyer orParent, after the Closing Dateany of its Affiliates, the Company or the Subsidiary 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 the Selling Parties would Key Securityholders may be required to indemnify Buyer Indemnified Parties Parent Group Members pursuant to paragraph (a) of this Section 7.1(a)(i); provided7.2, provided that failure to comply with this provision shall not affect BuyerParent’s right to indemnification hereunder except to the extent a Key Securityholder has been prejudiced by such failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. failure. (ii) The Selling Parties Securityholder Representative shall have the sole right to represent the Company’s or the Subsidiary’s interests in and make all decisions in connection with any Tax audit or administrative or court proceeding relating to Tax liabilities for which relates solely the Securityholders may be required to indemnify Parent Group Members pursuant to paragraph (a) of this Section 7.2 and which relate to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and to employ counsel of the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithSecurityholder Representative’s choice at the Securityholders’ expense. Notwithstanding the foregoing, (A) neither the Selling Parties Securityholder Representative nor any Securityholder nor any Affiliate of the Selling Parties any Securityholder shall 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 Parent Group Member, the Company, the Subsidiary or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of BuyerParent, which consent may not to be unreasonably withheld, (B) Buyer withheld or delayed. Parent shall have the sole right to defend represent the Company with respect to any issue arising Company’s or the Subsidiary’s interests in and make all decisions in connection with any Tax audit or administrative or court proceeding relating to Straddle Period Tax Returns, and to employ counsel of Parent’s choice at its expense. Notwithstanding the extent Buyer shall have agreed in writing to forego foregoing, neither Parent nor any indemnification under this Agreement with respect to such issue and (C) nothing herein Affiliate of Parent shall be construed entitled to impose on Buyer settle, either administratively or after the commencement of litigation, any obligation claim for Taxes which could reasonably be expected to defend adversely affect the liability for Taxes of any Securityholder Group Member, the Company in or any Tax audit Affiliate thereof for any period including the Closing Date without the prior written consent of the Securityholder Representative, which consent may not be unreasonably withheld or administrative or court proceedingdelayed.

Contest Provisions. Buyer (i) Parent shall notify the Selling Parties Representative in writing upon receipt by Buyer Parent, a Parent Group Member or, after the Closing DateEffective Time, the Company Surviving Corporation of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may would materially affect the Tax liabilities of the Company for which the Selling Parties would Parent Group Members are entitled to be required to indemnify Buyer Indemnified Parties indemnified pursuant to Section 7.1(a)(i9.1(a); provided, however, that failure to comply with this provision shall not affect Buyera Parent Group Member’s right to indemnification hereunder except to the extent such failure materially impairs the Selling Parties’ Representative’s ability to contest any such Tax liabilities. The Selling Parties liabilities on behalf of the Participants. (ii) Subject to Section 9.1(d)(iii) below, the Representative shall have the sole right to represent the Company’s interests of the Participants in any Tax audit or administrative or court proceeding relating to Tax liabilities for which relates solely Parent Group Members are entitled to be indemnified pursuant to Section 9.1(a) and which relate to taxable periods ending on at or before the Closing DateEffective Time, and to employ counsel of the Representative’s choice; provided, however, that Buyer the Representative shall have no right to participate in any Tax audit or administrative or court proceeding unless the Representative shall have first notified Parent in writing (A) of the Representative’s intention to do so, (B) of the identity of counsel, if any, chosen by the Representative in connection therewith, and (C) that the Representative agrees with Parent that the Parent Group Member shall be entitled to indemnification for any Losses and Expenses relating to Taxes that result from such audit or proceeding subject to, and in accordance with, Article XII; provided further, that Parent and its representatives shall be permitted, at BuyerParent’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewithproceeding. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties Representative shall not 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 any Buyer Parent Group Member, the Company, Company or any Affiliate thereof for any period after the Closing Date Effective Time to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not Parent. (iii) Parent shall have the sole right to be unreasonably withheld, (Brepresent the Surviving Corporation’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities other than those for which the Representative has such right pursuant to Section 9.1(d)(ii) Buyer and to employ counsel of Parent’s choice at Parent’s expense. Parent shall have the sole right to defend the Company Surviving Corporation with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer Parent shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and issue. (Civ) nothing Nothing herein shall be construed to impose on Buyer Parent any obligation to defend the Company in any Tax audit or administrative or court proceeding, but Parent shall assist the Representative to the extent it is necessary to allow the Representative to initiate a defense of the Company in any Tax audit or legal proceeding.