Common use of Contest Provisions Clause in Contracts

Contest Provisions. (1) Seller shall have the right to represent the Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1a) Seller If a claim for Taxes, including, without limitation, notice of a pending or threatened audit, shall have be made by any Taxing Authority with respect to the right to represent the Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to Company for taxable years or periods ending beginning on or before the Closing Date and to employ counsel of its choice at its expense(“Tax Claim”), provided, that, except with respect to the Refund Claim, Seller Acquiror shall have first notified Purchaser promptly notify the Stockholder Representative in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that the failure to give such notice as provided herein shall not relieve the Stockholders of their obligations under Section 6.1(a) except to the extent that the Stockholders are actually prejudiced thereby. Such notice shall state the nature and basis of the Tax Claim and the amount thereof, to the extent known. (i) Purchaser shall provide Seller with a timely Except as provided in Section 6.3(b)(ii), the Acquiror and reasonably detailed account of the Stockholder Representative shall, each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, jointly control the representation of the Company and its Subsidiaries in any Tax Contest involving audit or administrative or court proceeding to the Bank extent relating to Tax liabilities for which indemnity would be available. Such joint control shall include, but not be limited to, joint control over (A) the selection of counsel or any other advisors of the Company and its Subsidiaries in connection with such audit or dispute; (B) any positions to be taken in such audit or proceeding; (C) the preparation of any written submission to be sent to a Taxing Authority; and (D) settlement, resolution, or closing or other than agreement with respect to such audit or proceeding. In connection therewith, and without limiting the foregoing in any manner, (1) each party shall have the right to be present at, and participate in, any such audit or proceeding; (2) each party shall have the right to receive or obtain copies of all correspondence, notices, and the written materials received from any Taxing Authorities; (3) each party shall have the obligation to keep the other party advised of significant or material developments in the audit or dispute and of significant or material communications involving representatives of the Taxing Authorities; (4) each party shall have the obligation to consult seriously and in good faith with the other party regarding any positions to be taken in such audit or proceeding; (5) each party shall have the obligation to consult seriously and in good faith in the preparation of any written submission to be sent to a Taxing Authority; and (6) each party shall have the obligation to consult seriously and in good faith with the other party regarding any settlement, resolution, or closing or other agreement with respect to such audit or proceeding. In the event that Acquiror and the Stockholder Representative are unable to resolve any dispute with respect to such audit or proceeding, such dispute shall be resolved pursuant to Section 6.4, which resolution shall be binding on the parties. (ii) If the amount at issue in a Tax Claim is reasonably expected to involve $200,000 or less (taking into account any amounts that would be at issue if the items were similarly disputed by other Taxing Authorities), the Acquiror shall have the sole right to represent the interest of the Company and its Subsidiaries in any Tax Contest audit or administrative or court proceeding to the extent relating to Tax liabilities for which indemnity would be available; provided, however, that, at the Stockholders’ expense (in proportion to their respective ownership of Company Capital Stock), (A) the Stockholder Representative and its representatives shall be permitted to be present at, and participate in, any such audit or proceeding; (B) the Acquiror shall provide the Stockholder Representative and its representatives with copies of all correspondence, notices, and the written materials received from any Taxing Authorities and shall otherwise keep the Stockholder Representative and its representatives advised of significant or material developments in the audit or dispute and of significant or material communications involving representatives of the Taxing Authorities; (C) the Acquiror shall consult seriously and in good faith with the Stockholder Representative regarding any positions to be taken in such audit or proceeding; (D) the Acquiror shall provide the Stockholder Representative with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Stockholder Representative or its representatives may have with respect thereto; and (E) there will be no settlement, resolution, or closing or other agreement with respect thereto without the consent of the Stockholder Representative not to be unreasonably withheld or delayed. Notwithstanding the foregoing, (x) control over the representation of the Company and its Subsidiaries with respect to a Tax Claim shall be governed by Section 6.3(b)(i) if the amount of any unresolved indemnity claims made by the Acquiror pursuant to this Article VI or Article IX plus the aggregate amount of all undisputed claims pursuant to this Article VI and Article IX for which indemnity is required from the Stockholders (calculated without regard to the limitation described in Section 9.3(a)) exceeds the Deductible and (y) if at any time there is reason to expect the amount at issue in the Tax Claim will exceed $200,000 (taking into account any amounts that would be at issue if the items were similarly disputed by other Taxing Authorities), control over the representation of the Company and its Subsidiaries from that point forward shall be governed by Section 6.3(b)(i). In the event that Acquiror and the Stockholder Representative are unable to resolve any dispute with respect to such audit or proceeding, such dispute shall be resolved pursuant to Section 6.4, which resolution shall be binding on the parties. For the avoidance of doubt and notwithstanding anything to the contrary, any out-of-pocket expenses incurred by the Acquiror pursuant to this Section 6.3(b)(ii) or Section 6.3(b)(i) shall be considered Damages subject to the limitations set forth in Sections 4.11(f)(19.3(a) and (2)b). (c) The Parties shall reasonably cooperate, and shall cause their respective Affiliates and such Parties’ respective directors, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including maintaining and making available to each other all records necessary in connection with Taxes.

Contest Provisions. (1i) Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. (ii) Seller shall have the right to represent the Bank’s interests control all audits, examinations, assessments or other proceedings in respect of Taxes (“Tax Proceedings”) and may make any decisions in connection with the Refund Claim and any other Tax Contest Proceeding relating to taxable years a Tax Return described in Section 6.5(d)(i) or periods ending on Section 6.5(d)(ii) or before that otherwise relates to Taxes for which Seller may be responsible under Section 6.5(a); provided that (A) to the Closing Date extent that any Tax Proceeding controlled by Seller relates to (1) Taxes arising as a result of any breach of or any inaccuracy in any representation or warranty contained in Section 4.9(l) or the tax treatment of the purchase and sale of the membership interests in Newco described in Sections 3.7 and 6.5(a), (2) the Allocation Schedule described in Section 3.7 or the Section 338(h)(10) Final Allocation Schedule described in Section 6.5(n)(ii) or (3) a Straddle Period (excluding in the case of this clause (3) any Tax Proceeding relating to employ counsel a Consolidated Tax Return): (x) the Buyer Indemnified Parties may at their own expense participate in the proceedings related to such Tax Proceeding, but in the case of its choice at its expensea Tax Proceeding in respect of a Consolidated Tax Return only with respect to Tax matters described in clause (1) or (2), provided, that, except (y) Seller shall keep the Buyer Indemnified Parties reasonably and timely informed with respect to the Refund Claimcommencement, status and nature of such Tax Proceeding and (z) Seller shall consider any reasonable comments proposed by the Buyer Indemnified Parties that are related to the defense of such Tax Proceeding and (B) with respect to any Tax Proceeding controlled by Seller described in Section 6.5(f)(ii)(A)(3), Seller shall have first notified Purchaser in writing (i) not settle, compromise or dispose of its intention such Tax Proceeding if such settlement, compromise or disposition would reasonably be expected to do so; (ii) adversely affect the Tax liability of the identity Buyer Indemnified Parties in a Post-Closing Tax Period without the consent of counselthe Buyer Indemnified Parties, if anysuch consent not to be unreasonably withheld, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contestconditioned or delayed; provided, further, however, that (1) nothing contained in this Section 6.5(f)(ii)(B) shall prohibit Seller from settling, compromising or disposing of a Tax Proceeding without the consent of the Buyer Indemnified Parties to the extent Seller agrees in writing to indemnify the Buyer Indemnified Parties for any Losses arising out of, with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to or by reason of such Tax Contest, and (B) not settlesettlement, compromise or abandon any such disposition and (2) for the avoidance of doubt, this Section 6.5(f)(ii)(B) shall in no event apply to a Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheldProceeding relating to a Consolidated Tax Return. (2iii) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser The Buyer Indemnified Parties shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely control all proceedings and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking may make any significant action decisions in connection with such all Tax Contest, and (iii) Proceedings not controlled by Seller shall be entitled pursuant to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)Section 6.5(f)(ii).

Contest Provisions. (1i) Seller Purchaser shall promptly notify SymmetriCom in writing upon receipt by Purchaser, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which may affect any Income Tax liability for which SymmetriCom is liable pursuant to paragraph (a)(i) of this Section 6.09, provided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder except to the extent such failure materially impairs SymmetriCom's ability to contest any such Income Tax liabilities. (ii) SymmetriCom shall have the sole right to represent the Bank’s Company's interests in connection with the Refund Claim and any other Income Tax Contest audit or administrative or court proceeding relating to taxable years or periods ending on or before the Closing Date Date, and to employ counsel of its choice at its expense. In the case of any Straddle Period, provided, that, except with respect SymmetriCom shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the Refund Claimportion of such Straddle Period ending on and including the Closing Date and, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim written consent of Purchaser, and any other Tax Contest; providedat SymmetriCom's sole expense, furthermay assume the entire control of such audit or proceeding. Purchaser and SymmetriCom each agrees not to (and Purchaser shall cause its Affiliates, that with respect including, after the Closing Date, the Company, and the Company shall cause its Affiliates, not to) agree to settle any Tax Contest (claim which may be the subject of indemnification by the other than the Refund Claim) described in this party pursuant to Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest 6.09 without obtaining the prior written consent of Purchaser, the indemnifying party (which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1i) The Seller shall have the right to represent the Bank’s interests of the Purchased Subsidiary and its Subsidiaries in connection with the Refund Claim and any other Tax Contest relating to the taxable years or periods ending on or before the Closing Date and for which the Seller may owe an indemnity pursuant to Section 5.13(a)(i), and to employ counsel of its choice at its expense, provided, that, except with respect to that the Refund Claim, Seller shall have first notified Purchaser the Buyer in writing (i) of its intention to do so; (ii) so and of the identity of counsel, if any, chosen by the Seller in connection therewith; provided, further, that the Seller and (iii) they the Buyer agree that the Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(15.13(d)(i), the Seller shall (Ax) keep Purchaser consult with the Buyer before taking any significant action in connection with such Tax Contest, (y) provide the Buyer with a timely and reasonably informed with respect to detailed account of each phase of such Tax Contest, and (Bz) not settle, compromise compromise, or abandon any such Tax Contest without obtaining the prior written consent of Purchaserthe Buyer, which consent shall not be unreasonably withheld. (2ii) In the case of a Tax Contest for a Straddle Period of the Bank Purchased Subsidiary or any of its Subsidiaries, Purchaser the Buyer shall have the right to control, at its own expense, control such Tax Contest; provided, however, that (iA) Purchaser the Buyer shall provide the Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (iiB) Purchaser the Buyer shall consult with the Seller before taking any significant action in connection with such Tax Contest, and (iiiC) the Seller shall be entitled to participate in such Tax ProceedingContest, at its own expense. (3iii) Purchaser The Buyer shall have the exclusive right to control, at its own expense, control any Tax Contest involving the Bank Purchased Subsidiary or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1Section 5.13(d)(i) and (2or 5.13(d)(ii)).

Contest Provisions. (1a) Following the Closing Date, except as provided in Sections 10.2(b) or 10.2(c) below, the Purchaser shall control the conduct of any Tax Proceeding of any member of the Company Group (any such Tax Proceeding a “Tax Contest”). (b) Following the Closing Date, the Purchaser shall notify the Seller in writing within ten (10) Business Days after receipt by the Purchaser or any of its Affiliates of written notice of the commencement of any Tax Contest that relates to Taxes for which the Purchaser may seek indemnification under Article IX; provided that the failure of the Purchaser to provide such notice shall not relieve the Seller of its obligations hereunder, except to the extent that such failure to give notice shall actually prejudice any defense or claim available to the Seller. The Purchaser shall have the exclusive right to control the conduct of any Tax Contest for any Pre-Closing Tax Period or Straddle Period at its own expense (subject to Seller’s indemnification obligations under Article IX); provided, that, if Purchaser would reasonably be expected to recover any Losses from such Tax Contest pursuant to Article IX (for the avoidance of doubt, after taking into account the limitations set forth in Section 9.4) (x) the Seller shall have the right to represent the Bank’s interests fully participate in connection with the Refund Claim and any other such Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; own expense and (iiiy) they agree that Seller the Purchaser shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon and/or concede any portion of such Tax Contest to the extent that it affects the liability of the Seller under Article IX without obtaining the prior written consent of Purchaserthe Seller, which consent shall not be unreasonably withheld, delayed or conditioned. (2c) In Notwithstanding the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiariesforegoing, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expensesettle, compromise and/or concede any Tax Contest involving the Bank Proceeding of Seller or any of its Subsidiaries (other than direct or indirect owners or with respect to any Tax Contest described in Sections 4.11(f)(1) and (2))Return of Seller or its direct or indirect owners.

Contest Provisions. Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its Affiliates, of notice of any pending or threatened Tax audits, examinations or assessments by any Government Authority with respect to ▇▇▇▇▇ PC or the Purchased Assets for the Pre-Closing Tax Period, including any Straddle Period (1) Seller “Tax Proceeding XE "Tax Proceeding" \t "7.2(e)" ”); provided that failure to provide such notification timely shall have the not affect ▇▇▇▇▇’s right to represent indemnification hereunder except to the Bank’s interests extent Seller is actually and materially prejudiced by such failure. Seller may (at its cost and expense), elect to control the conduct of any Tax Proceeding which may directly or indirectly affect the Tax liabilities of Seller or its Affiliates (in connection with the Refund Claim and each case, any other Tax Contest relating to of their direct or indirect beneficial owners) for taxable years or periods ending on or before prior to the Closing Date and to employ counsel (“Seller Tax Proceeding XE "Seller Tax Proceeding" \t "7.2(e)" ”). Buyer shall (as its own expense) control any other Tax Proceeding. The party in control of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller any Tax Proceeding as set forth in this Section 7.2(d) shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of keep the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser non-controlling party reasonably informed with respect to such Tax ContestProceeding, (ii) allow the non-controlling party to participate fully (including along with counsel and other advisors of non-controlling party’s choice) in such Tax Proceeding and provide comments regarding the conduct of or positions taken in any such proceeding, at the non-controlling party’s cost and sole expense, and (Biii) not settle, compromise or abandon any such Tax Contest Proceeding without obtaining the prior written consent of Purchaser, which the non-controlling party (such consent shall not to be unreasonably withheld. (2) , conditioned or delayed). In the case event of a Tax Contest for a Straddle Period conflict between the provisions of this Section 7.2(d) on the Bank one hand and the provisions of Section 5.4 or any Section 5.5 on the other hand, the provisions of its Subsidiariesthis Section 7.2(d) shall control. Notwithstanding anything to the contrary in this Agreement, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that Seller (ior applicable Affiliate thereof) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to controlcontrol in all respects, at its own expenseand Buyer shall not be entitled to participate in, any Tax Contest involving Proceeding to the Bank or extent that such Tax Proceeding relates to any of its Subsidiaries (other than any Combined Tax Contest described in Sections 4.11(f)(1) and (2))Return.

Contest Provisions. After the Closing, Buyer shall, and shall cause the Company and its subsidiaries to, promptly notify Seller Representative in writing upon receipt of any written notice of any tax audit or administrative or court proceeding with respect to any Flow- Through Returns (1a “Seller Tax Contest”). Seller Representative shall control the defense of any such Seller Tax Contest, provided that (i) Seller Representative shall keep Buyer reasonably informed of the progress of any such Seller Tax Contest and (ii) Buyer and its counsel shall have the right to represent the Bank’s interests participate in connection with the Refund Claim and any such Seller Tax Contest at its own expense. With respect to any other tax audit or administrative or court proceeding (a “Buyer Tax Contest relating Contest”), Buyer shall have the right to taxable years or periods ending on or before the Closing Date represent, and to employ counsel of its choice at its expense, providedthe interest of the Company and its subsidiaries, provided that, except with respect to the Refund Claimextent such Buyer Tax Contest relates to Taxes for which Sellers may be liable pursuant to this Agreement or which could reasonably be expected to adversely affect the Liability for Taxes of Sellers for any period, Seller shall have first notified Purchaser in writing or a portion thereof, (i) of its intention to do so; (ii) Buyer shall keep the Seller Representative reasonably informed of the identity progress of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Buyer Tax Contest, (ii) Purchaser Seller Representative and its counsel shall consult with Seller before taking have the right to participate in any significant action in connection with such Buyer Tax ContestContest at its own expense, and (iii) without the prior written consent of Seller Representative, which shall not be entitled to participate in such Tax Proceedingunreasonably withheld, at its own expense. (3) Purchaser conditioned or delayed, Buyer shall have not settle, either administratively or after the exclusive right to control, at its own expensecommencement of litigation, any such Buyer Tax Contest involving Contest. In the Bank or event of any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1conflict between this Section 6.4(h) and (2))Section 7.5, the provisions of this Section 6.4(h) shall control.

Contest Provisions. (1i) Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. (ii) Seller shall have the right to represent the Bank’s interests control all audits, examinations, assessments or other proceedings in respect of Taxes (“Tax Proceedings”) and may make any decisions in connection with the Refund Claim and any other Tax Contest Proceeding relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other a Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) Return described in this Section 4.11(f)(16.5(d)(i) or Section 6.5(d)(ii) or that otherwise relates to Taxes for which Seller may be responsible under Section 6.5(a), Seller shall ; provided that (A) keep Purchaser reasonably informed with respect to the extent that any Tax Proceeding controlled by Seller relates to (1) Taxes arising as a result of any breach of or any inaccuracy in any representation or warranty contained in Section 4.9(l) or the tax treatment of the purchase and sale of the membership interests in Newco described in Sections 3.7 and 6.5(a), (2) the Allocation Schedule described in Section 3.7 or the Section 338(h)(10) Final Allocation Schedule described in Section 6.5(n)(ii) or (3) a Straddle Period (excluding in the case of this clause (3) any Tax Proceeding relating to a Consolidated Tax Return): (x) the Buyer Indemnified Parties may at their own expense participate in the proceedings related to such Tax ContestProceeding, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In but in the case of a Tax Contest for Proceeding in respect of a Straddle Period of Consolidated Tax Return only with respect to Tax matters described in clause (1) or (2), (y) Seller shall keep the Bank or any of its SubsidiariesBuyer Indemnified Parties reasonably and timely informed with respect to the commencement, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely status and reasonably detailed account of each phase nature of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, Proceeding and (iiiz) Seller shall be entitled consider any reasonable comments proposed by the Buyer Indemnified Parties that are related to participate in the defense of such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).Proceeding and

Contest Provisions. (1i) Seller shall have the right to represent the BankCompany’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable Tax years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, that (A) Seller shall have first notified Purchaser in writing (i) writing, in a timely manner, of its intention to do so; (ii) so and of the identity of counsel, if any, chosen by Seller in connection therewith; , and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund ClaimB) described in this Section 4.11(f)(1), Seller shall (A) keep provide Purchaser with a timely and reasonably informed with respect to detailed account of each phase of such Tax Contest, (C) Seller shall consult with Purchaser before taking any significant action in connection with such Tax Contest, (D) Purchaser shall be entitled to participate in such Tax proceeding, at its own expense, and (BE) Seller shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld.unreasonably, delayed, withheld or conditioned. If Seller fails to exercise the right to represent Company’s interests in connection with any other Tax Contest relating to Tax (2ii) In the case of a Tax Contest for a Straddle Period of the Bank or any of its SubsidiariesCompany, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (iA) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (iiB) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iiiC) Seller shall be entitled to participate in such Tax Proceedingproceeding, at its own expense, and (D) Purchaser shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed, or conditioned. (3iii) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries Company (other than any Tax Contest described in Sections 4.11(f)(1Section 4.10(f)(i) and (2Section 4.10(f)(ii)).

Contest Provisions. (1) Buyer shall promptly notify Seller and provide a copy of such notification to the Tax Director of Seller Parent in writing upon receipt by Buyer, any of its Affiliates or the Company of notice of any pending, proposed, threatened or actual Tax audit or Tax deficiency, assessment or other claim which may affect the Taxes for any Pre-Closing Period or any Straddle Period for which Seller would be liable pursuant to Section 9.1(a). Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any pending, proposed, threatened or actual Tax audit or Tax deficiency, assessment or other claim which may affect the Taxes for any Straddle Period for which Buyer would be liable pursuant to Section 9.1(b). Seller shall have the sole right to represent control the Bank’s interests defense in connection with any Tax audit or administrative or court proceeding (a “Tax Contest”) relating to any Pre-Closing Period of the Refund Claim Company and to employ counsel and other advisors of its choice at its expense. In the event of any other Tax Contest relating to taxable years or periods ending on or before a Straddle Period of the Closing Date Company, (i) to the extent the issues can be separated into those for which Seller would be liable under Section 9.1(a) and those for which Buyer would be liable under Section 9.1(b), then each of Seller and Buyer shall control the defense of those issues for which it would be liable, employing counsel and other advisors of its own choice, at its expense, (ii) with respect to employ all other issues, Buyer shall be entitled to control the defense employing counsel and other advisors of its choice at its expense, provided, that, except provided that Seller (along with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) counsel and other advisors of its intention to do so; (iichoice) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expensesentitled to participate in the defense of and to take over such defense if Buyer is not prosecuting the defense diligently, including reasonable fees for outside attorneys vigorously and other outside consultants incurred in connection with professionally. Neither Buyer nor the Refund Claim and any other Tax Contest; provided, further, that with respect Company may agree to settle any Tax Contest (other than claim which may affect the Refund ClaimTaxes for which Seller would be liable under Section 9.1(a) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1a) If any Tax Authority asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article 6, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Tax Authority. (b) Seller shall shall, upon written notice to Buyer, have the right to represent control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Tax Authority (a “Tax Proceeding”) in respect of the Bank’s interests Company for any Pre-Closing Tax Period; provided, however, that if such action could have an adverse impact on Buyer, any Affiliate of Buyer or the Company, (i) Seller shall provide Buyer with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Seller shall consult with Buyer before taking any significant action in connection with the Refund Claim and any other such Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expenseProceeding, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for consult with Buyer and offer Buyer an opportunity to comment before submitting any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred written materials prepared or furnished in connection with the Refund Claim and any other such Tax Contest; providedProceeding, further, that with respect to any Tax Contest (other than the Refund Claimiv) described in this Section 4.11(f)(1), Seller shall defend such Tax Proceeding diligently and in good faith, (Av) keep Purchaser reasonably informed with respect Buyer (or an Affiliate of Buyer) shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax ContestProceeding received from the relevant Tax Authority, and (Bvi) Seller shall not settle, compromise or abandon any such Tax Contest Proceeding without obtaining the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. (2c) In the case of a Tax Contest Proceeding for a Straddle Period of the Bank or any of its SubsidiariesCompany, Purchaser the Controlling Party shall have the right to control, at its own expense, such Tax ContestProceeding; provided, however, that (i) Purchaser the Controlling Party shall provide Seller the Non-controlling Party with a timely and reasonably detailed account of each phase of such Tax ContestProceeding, (ii) Purchaser the Controlling Party shall consult with Seller the Non-controlling Party before taking any significant action in connection with such Tax ContestProceeding, and (iii) Seller the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith, (v) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall , if such Tax Proceeding could have an adverse impact on the exclusive right to control, at its own expense, any Tax Contest involving the Bank Non-controlling Party or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) Affiliates and (2))vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of the Non-controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. “Controlling Party” shall mean whichever of Seller or Buyer is reasonably expected to bear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and “Non-controlling Party” shall mean whichever of Seller or Buyer is not the Controlling Party with respect to such Straddle Period Tax Proceeding.

Contest Provisions. (1To the extent this Section 6.08(e) Seller conflicts with Section 8.05, this Section 6.08(e) shall control. Equityholder Representative shall have the right to represent the Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except control all Actions with respect to Taxes or Tax Returns of the Refund ClaimGroup Companies for a Pre-Closing Tax Period (excluding any Straddle Period) and that, Seller if determined adversely to the taxpayer or after the lapse of time, would be grounds for a claim for indemnity pursuant to Section 8.02 (a “Tax Contest”). The Equityholder Representative shall have first notified Purchaser in writing (i) of its intention to do so; (ii) the right, at the sole expense of the identity Equityholders, to elect, within twenty (20) days of counselreceiving notice from Purchaser, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for to control any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with . With respect to any Tax Contest the Equityholder Representative elects to control (other than the Refund Claim) described in this Section 4.11(f)(1an “Equityholder Tax Contest”), Seller (i) Purchaser will have the right to participate (at Purchasers’ expense) in any such Equityholder Tax Contest, (ii) the Equityholder Representative shall (A) keep Purchaser reasonably informed of the details and status of such Equityholder Tax Contest (including by providing Purchaser with respect to such Tax Contestcopies of any pleadings, correspondence, and other documents) and (Biii) the Equityholder Representative shall consult with Purchaser and shall not settle, settle or compromise or abandon of any such Equityholder Tax Contest without obtaining the Purchaser’s prior written consent of Purchaserconsent, which consent shall not be unreasonably withheld. (2) In conditioned, withheld or delayed. The rights of the case of a Equityholders and Equityholder Representative with respect to any Tax Contest for a Straddle Period shall be subject to any rights of the Bank or insurer with respect to such Tax Contest pursuant to the R&W Policy, unless the Equityholder Representative agrees that the Equityholders will be fully liable for any of its Subsidiaries, Liabilities resulting from such Tax Contest. Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, control any Tax Contest involving that the Bank or any of its Subsidiaries Equityholder Representative does not elect to control (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).a

Contest Provisions. (1) Seller Parent shall have the right to represent the Seller Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable Tax years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller Parent shall have first notified Purchaser Parent in writing (i) of its intention to do so; (ii) so and of the identity of counsel, if any, chosen by Seller Parent in connection therewith; , and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(14.14(f)(1), Seller Parent shall (A) keep Purchaser Parent reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of PurchaserPurchaser Parent, which consent shall not be unreasonably withheld, and Purchaser Parent shall be entitled to participate, at its own expense, in such Tax Contest. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its SubsidiariesSeller Bank, Purchaser Parent shall have the right to control, at its own expense, such Tax Contest; provided, however, that (iA) Purchaser Parent shall provide Seller Parent with a timely and reasonably detailed account of each phase of such Tax Contest, (iiB) Purchaser Parent shall consult with Seller Parent before taking any significant action in connection with such Tax Contest, and (iiiC) Seller Parent shall be entitled to participate in such Tax Proceedingproceeding, at its own expense. (3) Purchaser Parent shall have the exclusive right to control, at its own expense, any Tax Contest involving the Seller Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(14.14(f)(1) that Seller Parent elects to control and (2Section 4.14(f)(2)).