Common use of Contest Rights Clause in Contracts

Contest Rights. (i) Lucent shall, or shall cause the Company to, promptly notify the Stockholder in writing upon receipt by Lucent or the Company or any affiliate of each thereof of each written communication with respect to any pending or threatened audit of, assessment against or court or other proceeding against the Company for any taxable period which could give rise to a claim for indemnity under Section 8.6(a) (an "Indemnified Tax Liability"). The Stockholder shall have the sole right to represent the interests of the Company in any audit, administrative, court or other proceeding relating to an Indemnified Tax Liability, to employ counsel or other representatives of its choice and to otherwise control the conduct of such audit or proceeding in such manner as it deems fit in its sole discretion including, without limitation, to contest, litigate, compromise and settle any adjustment or assessment made or proposed therein. The Stockholder agrees to keep Lucent informed of the progress of any such audits or proceedings and to consult in good faith with Lucent in connection therewith. If the Stockholder elects to so represent the Company's interests, he shall within thirty (30) days of delivery of the notice by Lucent (or sooner, if the nature of the Indemnified Tax Liability so requires) notify Lucent in writing of his intent to do so, and Lucent agrees, and shall cause the Company to agree, to cooperate, at the Stockholder's sole expense, with the Stockholder and its (ii) Notwithstanding paragraph (i) hereof, in respect of any Indemnified Tax Liability, the Stockholder may not settle, compromise or otherwise dispose of any such liability without the consent of Lucent, if such settlement, compromise or other disposition would have a material adverse effect on the Company for taxable periods beginning on or after the Closing Date. In that event, the Stockholder shall permit the Company, through counsel of its own choosing and at its sole expense, to participate in the settlement, compromise or other disposition of such Indemnified Tax Liability.

Contest Rights. (i) Lucent Terayon shall, or shall cause the Company to, promptly notify the Stockholder Sellers' Representative in writing upon receipt by Lucent Terayon or the Company or any affiliate Affiliate of each thereof of each written communication with respect to any pending or threatened audit of, assessment against or court or other proceeding against the Company for any taxable period which could give rise to a claim for indemnity under Section 8.6(a8.5(a) hereof (an "Indemnified Tax Liability"). The Stockholder Sellers' Representative shall have the sole right to represent the interests of the Company in any audit, administrative, court or other proceeding relating to an Indemnified Tax Liability, to employ counsel or other representatives of its choice and to otherwise control the conduct of such audit or proceeding in such manner as it deems fit in its sole discretion including, without limitation, to contest, litigate, compromise and settle any adjustment or assessment made or proposed therein. The Stockholder agrees Sellers agree to keep Lucent Terayon informed of the progress of any such audits or proceedings and to consult in good faith with Lucent Terayon in connection therewith. If the Stockholder elects Sellers elect to so represent the Company's interests, he they shall within thirty (30) days of delivery of the notice by Lucent Terayon (or sooner, if the nature of the Indemnified Tax Liability so requires) notify Lucent Terayon in writing of his their intent to do so, and Lucent Terayon agrees, and shall cause the Company and to agree, to cooperate, at the Stockholder's Sellers' sole expense, with the Stockholder Sellers and itstheir counsel or other representatives in the defense against or compromise of any adjustment or assessment made or proposed in any such audit or proceeding. If the Sellers elect not to represent the Company's or interests, Terayon may pay, compromise or contest such Indemnified Tax Liability in such manner as it deems appropriate (in its sole discretion); and the Sellers shall be deemed to have conceded Terayon's rights to indemnification from the Sellers pursuant to Section 8.5(a) with respect to such Indemnified Tax Liability. (ii) Notwithstanding paragraph (i) hereofSection 8.5(c)(i), in respect of any Indemnified Tax Liability, the Stockholder Sellers' Representative may not settle, compromise or otherwise dispose of any such liability without the consent of LucentTerayon, if such settlement, compromise or other disposition would have a material adverse effect on the Company for taxable periods beginning on or after the Closing Date. In that event, the Stockholder Sellers' Representative shall permit the Company, through counsel of its the Company's own choosing and at its the Company's sole expense, to participate in the settlement, compromise or other disposition of such Indemnified Tax Liability.

Contest Rights. (i) Lucent shall, or Agere shall cause the Company to, promptly notify the Stockholder Stockholders' Representative in writing upon receipt by Lucent Agere or the Company Surviving Entity or any affiliate Affiliate of each thereof of each written communication with respect to any pending or threatened audit of, assessment against or court or other proceeding against the Company Surviving Entity for any taxable period which could give rise to a claim for indemnity under Section 8.6(a9.4(a) (an "Indemnified Tax Liability"). The Stockholder Stockholders' Representative shall have the sole right to represent the interests of the Company in any audit, administrative, court or other proceeding relating to an Indemnified Tax Liability, to employ counsel or other representatives of its choice and to otherwise control the conduct of such audit or proceeding in such manner as it deems fit in its sole discretion including, without limitation, to contest, litigate, compromise and settle any adjustment or assessment made or proposed therein. The Stockholder agrees Preferred Stockholders agree to keep Lucent Agere informed of the progress of any such audits or proceedings and to consult in good faith with Lucent Agere in connection therewith. If the Stockholder elects Preferred Stockholders elect to so represent the Company's interests, he they shall within thirty (30) days of delivery of the notice by Lucent Agere (or sooner, if the nature of the Indemnified Tax Liability so requires) notify Lucent Agere in writing of his its intent to do so, and Lucent Agere agrees, and shall cause the Company Surviving Entity to agree, to cooperate, at the Stockholder's Preferred Stockholders' sole expense, with the Stockholder Preferred Stockholders and itstheir counsel or other representatives in the defense against or compromise of any adjustment or assessment made or proposed in any such audit or proceeding. If the Preferred Stockholders elect not to represent the Company's interests, Agere may pay, compromise or contest such Indemnified Tax Liability in such manner as it deems appropriate (in its sole discretion); and the Preferred Stockholders shall be deemed to have conceded Agere's rights to indemnification from the Preferred Stockholders pursuant to Section 9.6(a) with respect to such Indemnified Tax Liability. (ii) Notwithstanding paragraph (i) hereof), in respect of any Indemnified Tax Liability, the Stockholder Preferred Stockholders may not settle, compromise or otherwise dispose of any such liability without the consent of LucentAgere, if such settlement, compromise or other disposition would have a material adverse effect on Agere or the Company Surviving Entity for taxable periods beginning on or after the Closing Date. In that event, the Stockholder Preferred Stockholders shall permit Agere and the CompanySurviving Entity, through counsel of its their own choosing and at its their sole expense, to participate in the settlement, compromise or other disposition of such Indemnified Tax Liability.