Common use of Contests Clause in Contracts

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (a) After the Closing, the party first receiving notice shall promptly notify the other party in writing of any Governmental Authority asserts a claimdemand or claim on the first party from any Tax authority or other party with respect to Taxes for which the other party is liable pursuant to Section 7.01. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If such notifying party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 7.03, makes an assessment then (a) if the other party is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then such notifying party shall have sole responsibility for such Tax liability or (b) if the other party is not precluded from contesting but such failure to give prompt notice results in detriment to the other party, then any amount that the other party is otherwise disputes required to pay to such notifying party pursuant to Section 7.01 with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) The Seller may elect to control the conduct to a final determination, through counsel of its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought by the Purchaser under this AgreementSection 7.01(a) (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). If the Seller elects to control a Contest, it shall within 30 calendar days of receipt of the notice of asserted Tax liability notify the Purchaser shallin writing of its intent to do so. In such case, if informed thereafter the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the Purchaser shall cooperate and shall cause a Publishing Subsidiary or any of its successors to cooperate, at the expense of the Seller, in each phase of such Contest; PROVIDED, HOWEVER, that (i) Seller shall not, other than in good faith based on the merits, enter into any compromise or settlement of such Contest that would result in any Tax detriment to the Purchaser, the Parent or any Publishing Subsidiary; and (ii) if a Publishing Subsidiary is requested by the Seller to pay or cause to be paid the tax claimed and to ▇▇▇ for a refund, then the Seller shall advance to the Publishing Subsidiary on an assertion, interest-free basis the amount of Tax claimed. The Seller shall inform the relevant Seller within ten business daysPurchaser of all developments and events relating to such Contest (including, without limitation, providing to the Purchaser copies of all written materials relating to such contest reasonably requested by Purchaser), and the relevant Purchaser and its authorized representatives shall be entitled, at the expense of the Purchaser, to attend, but not participate in or control, all conferences, meetings and proceedings relating to such Contest. If, pursuant to Section 7.03(b)(ii), the Seller shall have the right advances to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the a Publishing Subsidiary an 50 amount of Taxes for which such Seller may be liable Tax claimed under this Agreement, except a Contest and there is a final determination that Purchaser shall have the right Publishing Subsidiary is entitled to consent, which consent will not be unreasonably withheld a refund of all or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentportion thereof, then the Seller's indemnification obligations Publishing Subsidiary shall promptly pay or cause to be null and void paid to Seller such refund upon its receipt thereof (together with regard to such assessmentany interest paid or credited thereon by the applicable Tax authority). Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes If the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right elects not to control the Contest, fails to notify the Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01(a), the Purchaser or a Publishing Subsidiary may pay, compromise or contest such asserted liability. Neither the Purchaser nor any resulting proceedings and Publishing Subsidiary may settle or compromise any asserted liability with respect to determine whether and when which indemnity may be sought by the Purchaser over the objection of the Seller; PROVIDED, HOWEVER, that consent to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld withheld. In any event, the Seller may participate, at its own expense, in the Contest. If the Seller chooses to control the Contest, the Purchaser shall promptly empower and shall cause a Publishing Subsidiary or delayed, any of its successors promptly to any settlement to the extent empower (by power of attorney and such proceedings settlement affects the amount of Taxes for which Sellers are or other documentation as may be liable under this Agreement. If appropriate) such representatives of the Seller fails as it may designate to provide such notice and such failure materially prejudices represent the Purchaser's ability , a Publishing Subsidiary or any of their successors in the Contest insofar as the Contest involves an asserted Tax liability with respect to defend such assessment, then which indemnity may be sought by the Purchasers indemnification obligation shall be null and void with regard to such assessmentPurchaser.

Contests. Whenever (a) After the Closing, the Purchaser shall -------- promptly notify the Shareholders in writing of the commencement of any Governmental Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser, the Company or any Company Subsidiary which, if determined adversely to the taxpayer or after the lapse of time, is likely to give rise to grounds for indemnification by the Shareholders. Such notice shall contain factual information (to the extent known to the Purchaser) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority asserts in respect of any such asserted Tax liability. If the Purchaser fails to give the Shareholders prompt notice of an asserted Tax liability, then (i) if the Shareholders are precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, the Shareholders shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, and (ii) if the Shareholders are not so precluded from contesting, but such failure to give prompt notice results in a claimdetriment to the Shareholders, makes an assessment or any amount which the Shareholders are otherwise disputes required to pay the Purchaser with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) Except as indicated in the last sentence of this Section 8.04(b), the Shareholders may elect to direct, through counsel of their own choosing and at their own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable under this Agreementsought from the Shareholders (any such audit, Purchaser claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If the Shareholders elect to direct the Contest of an asserted Tax ------- liability, they shall, if informed within 30 calendar days of such an assertionreceipt of the notice of asserted Tax liability, inform notify the relevant Seller within ten business daysPurchaser of their intent to do so, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have cooperate and shall cause the right Company and the Company Subsidiaries to consentcooperate, which consent will at the Shareholders' expense, in each phase of such Contest. If the Shareholders elect not be unreasonably withheld to direct the Contest, fail to notify the Purchaser of their election as herein provided or delayedcontest their indemnification obligation, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementpay, compromise or contest, at its own expense, such asserted liability. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andHowever, in any such case, the Purchaser shall have may not settle or compromise any asserted liability over the right objection of the Shareholders; provided, however, that consent to control any resulting proceedings and to determine whether and when to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be -------- ------- unreasonably withheld or delayedwithheld. In any event, both the Purchaser and the Shareholders may participate, at their own expense, in the Contest. If a Contest includes both an asserted liability with respect to any settlement to which an indemnity may be sought from the extent such proceedings settlement affects the amount of Taxes Shareholders and an asserted liability for which Sellers are or no such indemnity may be liable under sought, the foregoing provisions of this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation Section 8.04(b) shall be null and void with regard apply only to such assessmentportion of the Contest as involves the asserted liability with respect to which an indemnity may be sought from the Shareholders.

Contests. Whenever (a) Upon receipt by Buyer, any Governmental Authority asserts Acquired Company or any Affiliate thereof of a claimwritten notice of any pending or threatened Tax audits, makes examinations, protest proceedings, assessments or claims that could give rise to a claim for indemnity under Section 6.03 (an assessment “Indemnifiable Tax Liability”), Buyer shall promptly give written notice thereof to Parent (the “Tax Claim Notice”). (b) Subject to Section 6.06(c), Sellers may elect to control, through their Representatives, and at their expense, the compromise or otherwise disputes contest, either administratively or in the amount courts, of Taxes for which any Indemnifiable Tax Liability. If Sellers are elect to so represent the interests of an Acquired Company or may be liable under this AgreementBuyer, Purchaser shallthey shall within thirty (30) Business Days of delivery of any Tax Claim Notice (or reasonably sooner, if informed the nature of such an assertion, inform the relevant Seller within ten business daysIndemnifiable Tax Liability so requires) notify Buyer of their intent to do so, and Buyer shall cooperate, at the relevant Seller shall have sole expense of Sellers, in the right to control defense against, or compromise or settlement of, any resulting proceedings and to determine whether and when to settle claim in any such claimproceeding. In that event, assessment Sellers shall reasonably and in good faith consult with Buyer with respect to each aspect of the defense against, or dispute to compromise or settlement of, any such Indemnifiable Tax Liability. Without limiting the extent such proceedings or determinations affect generality of the amount of Taxes for which such Seller may foregoing, Buyer shall be liable under this Agreementpermitted, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayedat its expense, to any settlement to be represented at each conference, hearing or meeting with representatives of the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice pertinent taxing authority (and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null notified reasonably in advance thereof). Sellers shall promptly notify Buyer in writing after it settles, compromises or abandons any claim of matters related to Indemnifiable Tax Liability, and void with regard respect to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claimclaim that could adversely affect an Acquired Company, assessment Buyer or disputeany of their respective affiliates with respect to any Post-Closing Tax Period, except that Sellers shall have not settle, compromise or abandon any matter related to Indemnifiable Tax Liability without obtaining the right to consentprior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If Sellers elect not to represent the interests of an Acquired Company, Buyer may pay, compromise or contest such Indemnifiable Tax Liability in any reasonable manner it deems appropriate (in its sole discretion), and Sellers shall remain fully liable for such Indemnifiable Tax Liability. (c) Buyer shall control, at its own expense, any Tax proceeding for a Straddle Period with respect to any settlement to Acquired Company; provided, however, that (i) Buyer shall consult with Sellers before taking any significant action in connection with such Tax proceeding, and (ii) Buyer shall not settle, compromise or abandon any such Tax Proceeding without obtaining the extent such proceedings settlement affects prior written consent of the amount of Taxes for Sellers, which Sellers are consent shall not be unreasonably withheld, conditioned or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentdelayed.

Contests. Whenever If an audit is commenced or any Governmental Authority asserts other claim is made by any Tax authority with respect to a claim, makes an assessment Tax liability of the Company or otherwise disputes the amount any of Taxes its Subsidiaries for which Sellers are Verizon, GTE or may Seller could be liable under this AgreementSection 5.3(b) (a "TAX CONTEST"), Purchaser shall, if informed Buyer shall promptly notify Seller of such an assertionTax Contest (unless Verizon, inform GTE or Seller previously was notified in writing directly by the relevant Tax authority). If Seller within ten business daysso requests in writing and at Seller's expense, Buyer (1) shall cause the relevant entity (Buyer, the Company, any Subsidiary or any successor) to contest such Tax Contest on audit or by appropriate claim for refund or credit of Taxes or in a related administrative or judicial proceeding which Seller in its sole and absolute discretion chooses to direct such entity to pursue, and (2) shall permit Seller, at its expense, to control the prosecution and settlement of any such audit or refund claim or related administrative or judicial proceeding with respect to such Tax Contest; and, where deemed necessary by Seller, Buyer shall cause the relevant entity to authorize by appropriate powers of attorney such persons as Seller shall have the right designate to control any resulting proceedings represent such entity with respect to such audit or refund claim or related administrative or judicial proceeding and to determine whether and when to settle or otherwise resolve any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable proceeding; PROVIDED that in any case under this Agreementsubsection, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement (x) Seller shall if informed not, without the prior written consent of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld withheld, accept any proposed adjustment or delayedenter into any settlement or agreement in compromise or otherwise dispose of any such audit or refund claim or related administrative or judicial proceeding in a manner that would purport to bind the Company if such actions would materially and adversely affect the Tax liability or Tax basis, depreciation, amortization, useful lives, net operating losses, or similar Tax items of Buyer, the Company or any of its Subsidiaries for Taxable periods or portions thereof ending after the Closing Date and (y) Seller shall keep Buyer informed as to the progress of any audit or refund claim or related administrative or judicial proceeding which Seller has taken control of and Buyer shall have the right to consult with Seller during such proceedings at its own expense. Buyer shall further execute and deliver, or cause to be executed and delivered, to any settlement Seller or its designee all instruments and documents reasonably requested by Seller to implement the extent such proceedings settlement affects the amount provisions of this subsection. Any refund of Taxes for which Sellers are obtained by Buyer or may be liable under this Agreement. If Seller fails the affected entity with respect to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then any Tax period (or portion thereof) of the Purchasers indemnification obligation Company ending on or before the Closing Date shall be null and void paid promptly to Seller in accordance with regard to such assessmentSection 5.3(c) hereof.

Contests. Whenever any Governmental Authority asserts taxing authority provides notice of an inquiry, audit, examination, proceeding or makes a claimwritten assertion of a claim for or dispute regarding, makes an or assessment or otherwise disputes the amount of of, Taxes (a "Tax Claim") for which Sellers are Seller is liable or may be liable required to provide indemnification under this Agreement, Purchaser shall, if informed of such notice of an assertioninquiry, audit, examination, proceeding, assertion or assessment, inform the relevant Seller within ten business fifteen (15) calendar days; provided, and however, that any failure to inform Seller shall not relieve Seller of its obligation to provide the relevant indemnity required hereunder as to such Tax Claim except to the extent that such failure has materially prejudiced Seller's ability to defend such Tax Claim. Seller shall have the right to control any resulting inquiry, audit, examination or proceedings and to determine whether and when to settle any such resulting claim, assessment or dispute to the extent such inquiry, audit, examination, proceedings or determinations affect the amount of Taxes for which Seller is liable or required to provide indemnification under this Agreement (including those attributable to the Straddle Period); provided, however, that (A) Seller shall have acknowledged that it is liable to the Purchaser Indemnified Parties for such Taxes under Section 6.6(b) (or the applicable portion of Taxes for such period, in the case of Taxes attributable to the Straddle Period); (B) Seller shall conduct such proceedings in a commercially reasonable manner; (C) Purchaser, the Company and the Subsidiaries may participate in such proceedings at their own expense; (D) Seller shall not compromise or settle, or agree to compromise or settle, any Tax Claim without Purchaser's consent (which shall not be unreasonably withheld or delayed); (E) if Seller does not so elect, Purchaser shall control the prosecution and defense of such Tax Claim, which shall be conducted in a commercially reasonable manner; and (F) if Purchaser so elects, it may override Seller's election to control the prosecution and defense of such Tax Claim, in which case the Purchaser Indemnified Parties shall be deemed to have waived their rights to indemnification for such Tax Claim. Whenever any taxing authority makes a Tax Claim for which Purchaser is liable or required to provide indemnification under this Agreement, Seller shall, if informed of such notice of an inquiry, audit, examination, proceeding, assertion or assessment, inform Purchaser within fifteen (15) calendar days; provided, however, that any failure to inform Purchaser shall not relieve Purchaser of its obligation to provide the indemnity required hereunder as to such Tax Claim except to the extent that such failure has materially prejudiced Purchaser's ability to defend such Tax Claim. Purchaser shall have the right to consentcontrol all proceedings relating to Tax Claims (1) that Seller does not have the right to control under this Section 6.6(e) or (2) that do not relate exclusively to Taxes of the Company or the Subsidiaries for Pre-Effective Tax Periods or the Straddle Period; provided, which consent will not be unreasonably withheld or delayedhowever, to any settlement that to the extent such proceedings or settlement a Tax Claim could reasonably be expected to materially affect the amount of Taxes for which Purchaser may be Seller is liable under or required to provide indemnification under this Agreement. If , (1) Purchaser fails shall conduct such proceedings in a commercially reasonable manner; and (2) Purchaser shall not compromise or settle, or agree to provide compromise or settle, such notice and such failure shall materially prejudice a Tax Claim without Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for consent (which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment).

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Purchaser shall promptly notify the Sellers Representative in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on Purchaser, Purchaser shallits Affiliates, or the Company or any Company Subsidiary which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform could result in any Tax liability for the relevant Seller within ten business days, and Sellers or be grounds for indemnification by the relevant Seller Sellers under ARTICLE IX. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to Purchaser, its Affiliates, or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide such give the Sellers Representative prompt notice and such failure shall materially prejudice a Seller's ability to defend such assessmentof an asserted Tax liability as required by this Section 7.03, then the Seller's indemnification obligations Sellers shall be null and void with regard not have any obligation to such assessment. Whenever indemnify for any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed loss arising out of such an assertionasserted Tax liability, inform Purchaser within 10 business days, and, but only to the extent that failure to give such notice results in any casea detriment to the Sellers. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to a Pre-Closing Tax Period, Purchaser shall have the sole right (at Seller’s expense) to control the conduct of such Contest. Purchaser shall notify Sellers Representative of any resulting proceedings Contest, and to determine whether and when to shall keep Sellers Representative reasonably informed of the progress of such Contest, including by providing Sellers Representative copies of any material correspondence with the taxing authority. However, in such case, none of Purchaser or the Company may settle or compromise any such claim, assessment or dispute, except asserted liability that Sellers shall have may be obligated to indemnify without prior written consent of the right Sellers Representative; provided, however, that consent to consent, which consent settlement or compromise shall not be unreasonably withheld or delayedwithheld. (c) With respect to Straddle Periods, Purchaser shall direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability. If the asserted Tax liability is one with respect to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or indemnity may be liable under this Agreement. If Seller fails sought from the Sellers pursuant to provide ARTICLE IX, the Sellers Representative may participate (at the Sellers’ expense) in such notice Contest, and such failure materially prejudices neither Purchaser nor the Company may settle or compromise any asserted liability without the prior written consent of the Sellers Representative, which shall not be unreasonably withheld. (d) Purchaser's ability , the Sellers Representative and the Sellers agree to defend such assessmentcooperate, then and Purchaser agrees to cause the Purchasers indemnification obligation shall be null Company and void with regard the Company Subsidiaries to such assessmentcooperate, in the defense against or compromise of any claim in any Contest.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of (i) the initiation of any Governmental Authority asserts audit or other examination by a claim, makes an taxing authority of any Pre-Closing Period and (ii) any written notice of a proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount Purchaser or any member of Taxes the Target Group which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VII; provided, Purchaser shallhowever, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VII except to the extent, if informed any, that such failure to promptly provide notice materially affected the ability of such the Seller to successfully avoid or materially reduce the Tax liability in question. (b) In the case of an assertionaudit or administrative or judicial proceeding that relates to Pre-Closing Period, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle the conduct of such audit or proceeding; the Purchaser also may participate, at its own expense, in any such claimaudit or proceeding. If the settlement of such audit or proceeding could be reasonably expected to increase the Tax liability of the Purchaser or any of its Affiliates (including any member of the Target Group) in a Post-Closing Period, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have not settle such audit or proceeding without the right to Purchaser’s consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, provided that the Purchaser’s consent shall not be required if the Purchaser fails to confirm in writing to the Seller its consent or decline to consent within ten (10) Business Days of the Purchaser’s receipt of the Seller’s request for such consent (and for the avoidance of doubt, if the Seller fails to receive the Purchaser’s consent or decline to consent within ten (10) Business Days of the Purchaser’s receipt of the Seller’s request for consent, the Purchaser is deemed to have provided its consent to the Seller to settle such audit or proceeding). If the Seller does not assume the control of any settlement such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding, subject to the Seller’s consent, which shall not be unreasonably withheld or delayed, provided that the Seller’s consent shall not be required if the Seller fails to confirm in writing to the Purchaser its consent or decline to consent within ten (10) Business Days of the Seller’s receipt of the Purchaser’s request for such consent (and for the avoidance of doubt, if the Purchaser fails to receive the Seller’s consent or decline to consent within ten (10) Business Days of the Seller’s receipt of the Purchaser’s request for consent, the Seller is deemed to have provided its consent to the Purchaser to settle such audit or proceeding). In the event that issues relating to a potential adjustment are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the latter issues, except to the extent such proceedings settlement affects that it would be harmful to the amount of Taxes Seller. (c) With respect to issues relating to a potential adjustment for which Sellers both the Seller and the Purchaser or any member of the Target Group could be liable, (i) both the Seller and the Purchaser may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by the Purchaser, and the Seller and Purchaser shall take commercially reasonable efforts to separate such audit or proceeding so that issues relating to each of them can be handled separately. The principle set forth in this Section 7.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are or may be liable otherwise controlled under this Agreement. If Seller fails to provide such notice Article VII by the Purchaser and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSeller.

Contests. Whenever any Governmental Authority asserts a claimSubject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this AgreementCharterer shall have the right, Purchaser shallat its sole cost and expense, if informed of such an assertion, inform the relevant Seller within ten business daysto investigate, and the relevant Seller right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall have cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13. 1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, however, that if (i) in the written -------- ------- opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation does not, in -------- the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not constitute a waiver of the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute receive the indemnification provided in this Section 13.1. Notwithstanding anything to the extent such proceedings or determinations affect contrary contained herein, (x) the amount of Taxes for which such Seller may Charterer shall not under any circumstances be liable under this Agreementfor the fees and expenses of more than one counsel for each of (i) the Owner Participant and the Owner Trust (and their respective successors and permitted assigns, except that Purchaser agents and servants) and (ii) the Loan Participants and the Indenture Trustee (and their respective successors and permitted assigns, agents and servants), and (y) during the continuance of a Charter Event of Default, the Charterer shall have not compromise any Claim without the right consent of the applicable Indemnitee, such consent not to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentwithheld.

Contests. Whenever (a) After the Closing, Purchaser shall promptly notify Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of Purchaser or the amount of Taxes Company which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle IX; provided, Purchaser shallhowever, that the failure to give such written notice will not affect Purchaser’s right to indemnification under this Article IX except to the extent, if informed any, that Purchaser’s failure to so notify Sellers precludes Sellers from contesting the Tax in question. (b) In the case of such an assertionaudit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, inform the relevant Seller within ten business days, and the relevant Seller Sellers shall have the right at their expense to participate in and control the conduct of such audit or proceeding; provided, however, Purchaser may participate in any resulting such audit or proceeding at its sole cost and expense and, if Sellers do not assume the defense of any such audit or proceeding, Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after five (5) Business Days prior written notice to Sellers setting forth the terms and conditions of settlement. The parties will work together to resolve any disputes should Sellers timely object to any settlement proposed by the Purchaser. (c) With respect to issues relating to a potential adjustment for which both Sellers and Purchaser or the Company could be liable, (i) each party may participate in the audit or proceedings, and (ii) the audit or proceedings shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and to determine whether any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article IX by Purchaser and when Sellers. (d) Neither Purchaser nor Sellers shall enter into any compromise or agree to settle any such claim, assessment claim pursuant to any Tax audit or dispute to the extent such proceedings or determinations proceeding which would adversely affect the amount other party for such year or a subsequent year without the written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentother party, which consent will may not be unreasonably withheld or delayed. Purchaser and Sellers shall cooperate, and Purchaser shall cause the Company to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control claim in any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever any Governmental Authority asserts a claim, makes an (a) The Buyer will notify the Seller Representative in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreement, Purchaser shalladministrative or judicial Proceeding or of any demand or Claim on the Buyer and its Affiliates or the Seller that, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute determined adversely to the extent such proceedings or determinations taxpayer after the lapse of time, could be grounds for indemnification by the Seller under Section 8.1, provided that the failure to provide notice will not affect the amount of Taxes for which such Seller may be liable any rights under this Agreement, except that Purchaser shall to the extent the failure prejudices the Indemnifying Party. The Buyer’s notice will contain factual information (to the extent known to the Buyer and its Affiliates) briefly describing the asserted Tax liability and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. (b) The Seller Representative will have the right sole right, at its expense, to control the conduct of, a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending before the Closing Date; provided that, if any such Proceeding would result in an adjustment to Tax that would have an adverse effect on the Buyer or any of its Affiliates for a period ending after the Closing Date, the Seller Representative (i) will permit the Buyer to participate in the Proceeding, and (ii) will not settle or otherwise compromise the Proceeding without the Buyer’s prior written consent, which consent will not be unreasonably withheld withheld. (c) The Seller Representative may elect to participate, at its expense, in any Contest involving any asserted Tax liability for Straddle Period Taxes with respect to which indemnity may be sought from the Seller pursuant to Section 8.1. (d) The Buyer will not take any position or delayed, agree to any settlement to in a Contest that would result in liability of the extent such proceedings Seller or settlement materially affect an indemnity Claim by the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then Buyer or the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes Buyer Sub against the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have without the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Seller Representative’s prior written consent, which consent shall will not be unreasonably withheld or delayedwithheld, except as follows: (i) the Buyer will notify the Seller Representative in writing (when practical) of the Buyer’s intent to take any settlement such position in a Contest, and include with the notice a description of the Buyer’s position and its rationale for doing so; (ii) if within 10 days after the Buyer gives its notice, the Seller Representative gives the Buyer written notice objecting to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentits position, then the Purchasers indemnification obligation shall be null Parties will meet, together with their respective attorney(s) and/or accountant(s), as promptly as feasible, and void attempt to agree on a position and/or strategy for the Buyer to take in the matter; (iii) if the Parties are unable to agree on a position and/or strategy, then either Party may refer the matter to the Appointed Arbiter to review their respective positions and to provide their arguments in support of the positions; (iv) if the Appointed Arbiter determines that there is substantial authority within the meaning of Treasury Regulations Section 1.6662-4(d)(2) for the position asserted by the Seller Representative, then the Buyer will proceed with regard such position in the Contest; (v) alternatively, if the Appointed Arbiter determines that there is no substantial authority for the position asserted by the Seller Representative, then the Buyer may proceed with the Contest taking the position the Appointed Arbiter recommends as being feasible, with a substantial authority basis that is favorable to such assessmentthe Buyer; (vi) the Buyer will, upon the Seller Representative’s request, appeal a determination in a Contest (at the Seller Representative’s sole cost and expense, which the Seller Representative will pay directly and not from the Escrow Amount); provided, the Buyer need only assert positions that the Appointed Arbiter determines have substantial authority within the meaning of Treasury Regulations Section 1.6662-4(d)(2); and (vii) the Buyer will pay one-half of the fees, costs and expenses of the Appointed Arbiter and the Seller Representative will pay the other one-half, except as provided in Section 8.5(d)(vi).

Contests. Whenever In the event Purchaser or Sellers receives written notice of any Governmental Authority asserts a examination, claim, makes an assessment settlement, proposed adjustment, administrative or judicial proceeding, or other matter ("Tax Claim") related to any Pre-Closing Taxes, Transfer Taxes or Overlap Period Taxes, Purchaser or Sellers, as the case may be, shall notify the other Parties in writing as soon as reasonably practical (but in no event more than ten (10) Business Days) after receipt of such notice. If Sellers notify Purchaser in writing within thirty (30) Business Days following receipt of such written notice they intend to exercise their rights pursuant to this Section 8.7, they shall be entitled to control the defense, prosecution, settlement or compromise of such Tax Claim, at their own expense. Purchaser shall take such action in contesting such Tax Claim as Sellers shall reasonably request from time to time, including the selection of counsel and experts and execution of powers of attorney. Purchaser shall (a) not make any payments of such Tax Claim for at least thirty (30) days (or such shorter period as may be required by applicable Law) after giving the notice required by this Section 8.7, (b) give the Sellers any information requested relating to such Tax Claim, (c) give any Tax Authority any information requested by Sellers relating to such Tax Claim, and (d) otherwise cooperate with and make internal resources available to the Sellers in good faith in order to effectively contest any such Tax Claim. Sellers shall reimburse Purchaser for any reasonable, out-of-pocket costs pre-approved by Sellers and demonstrated to Sellers' reasonable satisfaction that are incurred by Purchaser in providing such assistance. Purchaser shall not settle or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle compromise any such claim, assessment Tax Claim with any Taxing Authority or dispute prosecute such contest to a determination in court or other tribunal or initial or appellate jurisdiction unless instructed to do so by the extent Sellers. Any of the Sellers may settle or otherwise compromise any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this AgreementTax Claim without Purchaser's prior written consent, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice if as a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed result of such an assertionsettlement or compromise the Taxes payable by Purchaser would be materially increased, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to none of Sellers may settle any or compromise such claim, assessment or dispute, except that Sellers shall have the right to matter without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayedwithheld. In connection with any proceeding taken with respect to such matters, (i) Sellers shall keep Purchaser informed of all material developments and events relating to such matters if involving a material liability for Taxes and (ii) Purchaser shall have the right, at its sole expense, to participate in any settlement such proceedings. Purchaser shall cooperate with Sellers by giving them and their representatives, on prior reasonable notice, reasonable access and cooperation during normal business hours to the extent all information, books and records pertaining to Transfer Taxes, Pre-Closing Taxes and Overlap Period Taxes. Sellers shall reimburse Purchaser for any reasonable, out-of-pocket costs pre-approved by Sellers and demonstrated to Sellers' reasonable satisfaction that are incurred by Purchaser in providing such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentassistance.

Contests. Whenever (a) After the Closing Date, Buyer shall promptly notify Seller or Seller shall promptly notify Buyer in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in a Tax Contest of or relating to Buyer, Seller or the amount Transferred Companies which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article X; provided, however, that a failure to give such notice will not affect the rights of a party to indemnification under this Agreement except to the extent, if any, that such failure materially prejudices the other party. (b) In the case of a Tax Contest that (i) relates to periods ending on or before the Closing Date or (ii) relates to a liability for Taxes for which Sellers are Seller could have to indemnify Buyer or may be liable under the Transferred Companies pursuant to this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except Tax Contest; provided that Purchaser Buyer shall have the right to consentparticipate in all such Tax Contests that are reasonably likely to result in an adverse material effect to Buyer or the Transferred Companies. If, following the delivery of a notice specified in Section 10.4(a) by Buyer on Seller, Seller does not elect to conduct a Tax Contest described in clause (i) or (ii) above (or ceases to actively conduct such a Tax Contest for a period of 60 days), Buyer shall be at liberty (without reference to Seller) to admit, compromise, settle, discharge or otherwise deal with such Tax Contest. Buyer shall control all other Tax Contests; provided that Seller shall have the right to participate in all Tax Contests that are reasonably likely to result in an adverse material effect to Seller. Notwithstanding the foregoing, if a Tax Contest involves amounts for which both Seller and Buyer (including the Transferred Companies) could be liable pursuant to the terms of this Article X, then the party with the larger potential liability shall control such Tax Contest and the other party shall have the right to participate. (c) In the case of a Tax Contest that is reasonably likely to result in an adverse material effect to the party that does not control such Tax Contest (the “Non-Controlling Party”), (i) the party that controls such Tax Contest, as determined under Section 10.4(b) (the “Controlling Party”), shall take account of the reasonable comments of the Non-Controlling Party in relation to such a Tax Contest which are provided on a timely basis, (ii) no action shall be taken that is not full, true and accurate in all material respects, (iii) all correspondence and communications in relation to such a Tax Contest with the Taxing Authority which is a party to the Tax Contest shall be made through the advisers appointed by the Controlling Party to act on behalf of the Transferred Companies and shall be copied to the Non-Controlling Party, and (iv) the Controlling Party shall inform the Non-Controlling Party of any notification request for a meeting (including any telephonic meeting) with or visit by any Taxing Authority and shall ensure that a representative of the Non-Controlling Party is present at any such meeting (if so requested in writing by the Non-Controlling Party). (d) Except as set forth in Section 10.4(b), none of Buyer, the Transferred Companies or any Affiliate of any of the foregoing, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest that would adversely affect the other party for any year without the written consent of the other party, which consent will may not be unreasonably withheld or delayed. Buyer and Seller agree to cooperate, and Buyer agrees to any settlement cause the Transferred Companies to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTax Contest.

Contests. Whenever Purchaser and the Seller Representative agree to give prompt notice to each other of any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of proposed adjustment to Taxes for which Sellers are any periods of the Company ending on or may be liable under this Agreement, prior to the Closing Date or any Pre-Closing Partial Period. Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller Representative shall cooperate with each other in the conduct of any audit or other proceeding involving the Company for such periods and each party may participate at its own expense. Seller Representative shall have the right to control the conduct of any such audit or proceeding for which the Sellers agree that any resulting proceedings Tax allocable to any period prior to and to determine whether and when to settle any such claim, assessment or dispute to including the extent such proceedings or determinations affect Closing Date is covered by the amount indemnity set forth in Section 13.8 of Taxes for which such Seller may be liable under this Agreement, except that (such audit or proceeding, a "Seller's Contest") provided that: (i) Seller Representative shall keep Purchaser informed regarding the progress and substantive aspects of any Seller's Contest and (ii) Seller Representative shall not compromise or settle any Seller's Contest if such compromise or settlement would have the right to consent, which consent will not be unreasonably withheld effect of (x) increasing any Tax liability of the Company or delayed, to (y) otherwise materially and adversely affect any settlement to item or Tax attribute of the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andCompany, in each case for any casetaxable period ending after the Closing Date, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to without obtaining Purchaser's consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementwithheld. If Seller fails Representative chooses to provide such notice direct a Seller's Contest, Purchaser shall cause powers of attorney authorizing Seller Representative to represent the Company before the relevant taxing authority and such failure materially prejudices Purchaser's ability other documents as are reasonably necessary for Seller Representative to defend such assessmentcontrol the conduct of any Sellers' Contest, then consistent with the Purchasers indemnification obligation shall be null and void with regard to such assessment.terms of this Section 13.5

Contests. Whenever any Governmental Taxing Authority asserts a claim, makes an assessment assessment, or otherwise disputes the amount of Taxes for which Sellers are or Seller may reasonably be expected to be liable under this AgreementAgreement (a “Tax Claim”), Purchaser shall, if informed shall upon receipt of notice of such an assertionTax Claim, promptly inform Seller in writing; provided, however, that failure to give such notice as provided herein shall not relieve Seller of its obligations under this Article V except to the relevant extent that Seller within ten business days, and the relevant is materially prejudiced thereby. Seller shall have the right to elect to control the defense of any resulting proceedings and Tax Claim relating to determine whether and when taxable periods ending on or before the Closing Date, or otherwise relating to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this AgreementAgreement (other than with respect to a Straddle Period), except at its sole cost and expense by written notice to Purchaser within ten (10) days of receipt of notice thereof; provided, however, that Purchaser may, at its sole cost and expense, retain separate counsel of its choosing to participate in the defense or settlement of such Tax Claim by Seller. If Seller timely elects to control the defense of any such Tax Claim in accordance with this Section 5.06, (i) Seller shall keep Purchaser reasonably apprised of the status of the Tax Claim and the defense thereof and shall reasonably consider recommendations made by Purchaser with respect thereto and (ii) Purchaser shall have the right to consent, which consent will may not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings or settlement materially would affect the amount of Taxes for which Purchaser or its Affiliates may be liable for taxable periods ending after the Closing Date. If Seller elects not to control the defense or thereafter fails or ceases to defend any such Tax Claim, Purchaser shall have the right to control the defense of such Tax Claims at its sole cost and expense, and Seller shall have the right to consent, which consent may not be unreasonably withheld, conditioned or delayed, to any settlement thereof to the extent such settlement would affect the amount of Taxes for which Seller may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then Except as otherwise required by the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount foregoing provisions of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any caseSection 5.06, Purchaser shall have the right to control any resulting proceedings relating to Taxes of or with respect to the Company or any of its Subsidiaries; provided, however, that, in the case of a Tax Claim with respect to a Straddle Period, Seller shall be entitled to participate in such proceeding (at its sole cost and expense) to determine whether the extent such Tax Claim is related to the portion of such Straddle Period that is a Pre-Closing Tax Period, and when to Purchaser shall not settle any such claim, assessment or dispute, except that Sellers shall have portion of such Tax Claim without the right to Seller’s consent, which consent shall may not be unreasonably withheld withheld, conditioned or delayed, to any if such settlement to the extent such proceedings settlement affects would affect the amount of Taxes for which Sellers are or Seller may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (a) After the Closing Date, the Acquirors shall promptly notify THCI in writing of the commencement of any Governmental Authority asserts Tax audit or administrative or judicial proceeding or of any demand or claim on the Acquirors or any of their respective Affiliates which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 7.06. Such notice shall contain factual information (to the extent known to the Acquirors or the relevant Affiliate) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If the Acquirors fail to give THCI prompt notice of an asserted Tax liability as required by this Section 7.07 and if THCI is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then THCI shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability to the extent that THCI was prejudiced as a claimresult of such failure. (b) THCI may elect to direct, makes an assessment through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or otherwise disputes the amount of Taxes for judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 7.06 relating to any taxable period ending on or before the Closing Date (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). If THCI elects to direct a Contest, if informed it shall within 30 calendar days of such an assertion, inform receipt of the relevant Seller within ten business daysnotice of asserted Tax liability notify the Acquirors in writing of its intent to do so, and the relevant Seller Acquirors shall have cooperate and shall cause their respective Affiliates or their respective successors to cooperate, at THCI's expense, in each phase of such Contest. In each such case, neither the right to control Acquirors nor any resulting proceedings and to determine whether and when to of their respective Affiliates may settle or compromise any such claim, assessment or dispute to asserted Tax liability over the extent such proceedings or determinations affect the amount objection of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementTHCI. If Purchaser THCI elects not to direct the Contest or fails to provide notify the Acquiror of its election as herein provided, the Acquirors or any of their respective Affiliates may contest, at their own expense, such notice and asserted Tax liability or pay or compromise such failure shall materially prejudice a Sellerasserted Tax liability at THCI's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentexpense.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on the Purchaser, Purchaser shallits Affiliates or any of the ▇▇▇▇▇▇ Entities which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01 (a “Claim”). Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates or any ▇▇▇▇▇▇ Entity) describing the Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such Claim. If the Purchaser fails to give the Seller prompt notice of a Claim as required by this Section 7.03, then the Seller shall not have any obligation to indemnify for any Loss arising out of such an assertionClaim, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and the conduct of such Contest. (c) With respect to determine whether and when to settle any such claimStraddle Periods, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which Seller acknowledges liability indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, except that the Seller shall within 60 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall have cooperate and shall cause the right ▇▇▇▇▇▇ Entities to consentfully cooperate, which consent will not be unreasonably withheld or delayedat the Seller’s expense, to any settlement to the extent in each phase of such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementContest. If the Seller elects not to direct the Contest, the Purchaser fails to provide or any ▇▇▇▇▇▇ Entity may assume control of such notice and Contest (at the Purchaser’s expense). However, in such failure shall materially prejudice a Seller's ability to defend such assessmentcase, then none of the Purchaser or any ▇▇▇▇▇▇ Entity may settle or compromise any asserted liability without prior written consent of the Seller's indemnification obligations shall be null and void with regard ; provided, however, that consent to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment settlement or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld delayed or delayedwithheld. In any event, the Seller may participate, at its own expense, in the Contest. (d) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the ▇▇▇▇▇▇ Entities to cooperate, in the defense against or compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are Claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever For purposes of this Agreement, a “Contest” is any Governmental Authority asserts audit, court proceeding or other dispute with respect to any Tax matter that affects the Company or its Subsidiaries. Unless the Buyer has previously received written notice from the Equityholder Representative of the existence of such Contest, the Buyer shall give written notice to the Equityholder Representative of the existence of any Contest relating to a claimTax matter which could result in an indemnity claim by any Buyer Indemnified Person pursuant to Article VIII, makes within ten days from the receipt by the Buyer of any written notice of such Contest, but no failure to give such notice shall relieve the Sellers of any liability hereunder unless the Sellers are materially prejudiced thereby. The Buyer, on the one hand, and the Equityholder Representative, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation, working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. If a Contest relates to a Tax matter that could result in an assessment or otherwise disputes indemnity claim by any Buyer Indemnified Person pursuant to Article VIII and the then remaining amount in the Indemnity Escrow Fund is equal to at least half of the amount of Taxes for which Sellers are or may that would reasonably be liable under this Agreementexpected to be payable as a result of such Contest (such Contest, Purchaser a “Seller Tax Contest”), the Equityholder Representative shall, if informed at its election, have the right to represent the Company’s or applicable Subsidiary’s interests in any such Seller Tax Contest, to employ counsel of its choice at its expense (on behalf of the Sellers) and to control the conduct of such an assertionSeller Tax Contest, inform including settlement or other disposition thereof; provided, however, that the relevant Seller within ten business days, and the relevant Seller Buyer shall have the right to control any resulting proceedings and to determine whether and when to settle consult with the Equityholder Representative regarding any such claimSeller Tax Contest at the Buyer’s own expense; provided further, assessment that any settlement or dispute to the extent such proceedings or determinations affect the amount other disposition of Taxes for which any such Seller Tax Contest may only be liable under this Agreement, except that Purchaser shall have with the right to consentprior written consent of the Buyer, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser Buyer shall have the right to control any resulting proceedings Seller Tax Contest that the Equityholder Representative does not elect to control, and any other Contest that could result in an indemnity claim by any Buyer Indemnified Person pursuant to determine whether and when to settle any such claimArticle VIII; provided, assessment or disputehowever, except that Sellers the Equityholder Representative shall have the right to consentconsult with the Buyer regarding any such Contest at the Equityholder Representative’s own expense (on behalf of the Sellers); provided further, that any settlement or other disposition of any such Contest may only be with the prior written consent of the Equityholder Representative, which consent shall will not be unreasonably withheld or delayed. Except as otherwise explicitly set forth in this Section 4.8(b), the Buyer shall have the sole right to control the conduct of any Contest with respect to any settlement to period ending after the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentClosing Date.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify each Seller in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount of Taxes Company, which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under Section 6.03; provided, however, that the failure to give such notice will not affect the Purchaser's right to indemnification under this Agreement, Purchaser shallAgreement except to the extent, if informed any, that, but for such failure, such Seller would have avoided the Tax Liability in question. (b) In the case of such an assertionaudit or administrative or judicial proceeding (a "Contest") that relates to a Pre-Closing Period, inform the relevant Seller within ten business days, and the relevant each Seller shall have the right right, at its expense, to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claimContest, assessment or dispute but only to the extent that such proceedings or determinations affect the amount of Taxes Contest relates solely to a potential adjustment for which such Seller has acknowledged, in writing, its liability under this Agreement to hold the Purchaser and the Company harmless against the full amount of any adjustment which may be liable under made as a result of such Contest. The Purchaser also may participate in any such Contest, and, if such Seller does not assume the defense of any such Contest, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such Contest after five days' prior written notice to such Seller setting forth the terms and conditions of settlement. Notwithstanding anything to the contrary contained in this Agreement, except in the event that issues relating to a potential adjustment for which such Seller has acknowledged its liability in writing are required to be contested in the same Contest as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right to consentright, which consent will not be unreasonably withheld or delayedat its expense, to any settlement control the Contest with respect to the extent such proceedings latter issues. (c) In the case of a Contest that relates to a Straddle Period, or settlement materially affect the amount of Taxes otherwise with respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by its written acknowledgement of liability under this Section 6.04), on the one hand, and the Purchaser, on the other hand, could be liable, (i) each of the Sellers and the Purchaser may participate in the Contest, and (ii) such Contest shall be liable controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods. The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Agreement. If Article VI by the Purchaser fails and the Sellers. (d) Notwithstanding anything to provide such notice and such failure the contrary herein, the Sellers shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever not enter into any Taxing Authority asserts a claim, makes an assessment compromise or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when agree to settle any such claim, assessment or dispute, except that Sellers shall have the right claim pursuant to consenta Contest, which would adversely affect the Purchaser or the Company in a taxable period ending after the Closing Date without the prior written consent shall not be unreasonably withheld or delayed, to any settlement to of the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Merger Effective Time, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on the Purchaser, Purchaser shallits Affiliates, the Company, any Subsidiary or any Joint Venture which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01. Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates, the Company, any Subsidiary or any Joint Venture) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Liability. Any failure by the Purchaser to give the Seller prompt notice of an assertionasserted Tax Liability as required by this Section 7.03, inform shall not limit the relevant obligation of the Seller within ten business daysto indemnify the Purchaser, the Company, any Subsidiary or any Joint Venture for such Tax Liability unless and only to the relevant extent that such failure resulted in an economic detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the date of the Merger, the Seller shall have the right sole right, at its expense, to direct and control the conduct of, or pursue or settle, such Contest. (c) With respect to Straddle Periods, the Seller may elect to direct and control, through counsel of its own choosing, any resulting proceedings Contest involving any asserted Tax Liability with respect to which indemnity may be sought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, the Seller shall within thirty (30) days of receipt of the notice of asserted Tax Liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause the Company, the Subsidiaries and the Joint Ventures to determine whether fully cooperate, at the Seller’s expense, in each phase of such Contest. If the Seller elects not to direct the Contest, the Seller shall promptly notify the Purchaser and when the Purchaser, the Company, any Subsidiary or any Joint Venture shall assume control of such Contest (at the Purchaser’s expense). The Seller shall fully cooperate in each phase of such Contest. Neither the Purchaser, the Company, any Subsidiary or any Joint Venture, on the one hand, nor the Seller, on the other hand, shall enter into any compromise or agree to settle any claim pursuant to such claim, assessment audit or dispute to the extent such proceedings or determinations proceeding which would adversely affect the amount other party for such taxable period or a subsequent taxable period without the written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentother party, which consent will may not be unreasonably withheld or delayedwithheld. In any such Contest, the costs and expenses of the party assuming control of such Contest shall be paid first from any recovery before any payments are made to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which either party. The Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentparticipate, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andat its own expense, in any caseContest in which the Seller assumes control, and the Seller may participate, at its own expense, in any Contest in which the Purchaser shall have assumes control. (d) The Purchaser and the right Seller agree to control cooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of any resulting proceedings and to determine whether and when to settle claim in any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever (a) The Tax Indemnitee shall notify the Stockholders’ Representative in writing promptly, and in any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller event within ten business thirty (30) days, of becoming aware of the commencement after the Closing Date of any Contest that could give rise to an indemnification payment under Section 7.1 (the specific issues that could give rise to such indemnification are referred to herein as “Tax Indemnifiable Matters”). Such notice shall contain factual information (to the extent known to the Tax Indemnitee or its Affiliates) with respect to Tax Indemnifiable Matters in reasonable detail and the relevant Seller shall have the right to control include copies of any resulting proceedings and to determine whether and when to settle any such claim, assessment notice or dispute other document (to the extent such proceedings notice or determinations affect the amount of Taxes for which such Seller may be liable under this Agreementdocument relates to Tax Indemnifiable Matters) received from any Governmental Authority in respect thereof. (b) The Tax Indemnitee shall control all Contests, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement but to the extent such proceedings or settlement materially affect the amount of Taxes that a Contest involves issues for which Purchaser the Tax Indemnitee may be liable entitled to a payment under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentSection 7.1(a), then the Seller's indemnification obligations Stockholders’ Representative or its duly appointed representatives shall be null allowed to attend all meetings between the Tax Indemnitee and void the Governmental Authority in question and shall be provided with regard copies of all material correspondence and documents, to such assessmentthe extent relating to Tax Indemnifiable Matters. Whenever Neither the Tax Indemnitee nor any Taxing Authority asserts of its Affiliates may settle or compromise any asserted Tax liability in a claimContest, makes an assessment or otherwise disputes to the amount extent relating to Tax Indemnifiable Matters, without the consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentStockholders’ Representative, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, a Tax Indemnitee’s decision not to any contest a Contest will be considered to be a settlement of that Contest for purposes of the preceding sentence. For purposes of this Section 7.5(b), if the Tax Indemnitee and the Stockholders’ Representative cannot come to agreement as to whether consent is being, or will be, unreasonably withheld or delayed within 30 days of the extent Stockholders’ Representative’s initial refusal to provide consent, such proceedings settlement affects disagreement shall be resolved by the amount Accounting Firm. The determination of Taxes for which Sellers are or the Accounting Firm shall be final and binding on both parties and may be liable under this Agreement. If Seller fails entered and enforced in any court having jurisdiction. (c) Notwithstanding the foregoing, Parent or one of its Affiliates, as the case may be, shall have the right to provide prohibit the Stockholders’ Representative from participating in any Contest as it relates to a specific matter if Parent and Tax Indemnitee(s) have waived their rights to indemnity for such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentmatter.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify Parent in writing of any Governmental Authority asserts notice received by the Purchaser or any of its Subsidiaries of a proposed assessment or claim in an audit or administrative or judicial proceeding of the Purchaser or any of its Subsidiaries, or of the Company or SAP Thai, which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII. If, following the receipt by the Purchaser or any of its Subsidiaries of notice of such a proposed assessment or claim, makes an assessment the Purchaser fails to give Parent the prompt notice required by the preceding sentence of this Section 7.03, then (i) if Parent is precluded by such failure from contesting the asserted Tax liability in question, Parent shall not have any obligation to indemnify the Purchaser under this Article VII for any loss or damage arising out of such asserted Tax liability, and (ii) if Parent is not precluded from contesting the asserted Tax liability in question, but such failure results in a monetary detriment to Parent, any amount which Parent otherwise disputes would be required to pay the Purchaser pursuant to this Article VII with respect to such liability shall be reduced by the amount of Taxes for such detriment. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that Parent acknowledges in writing its liability under this Agreement to hold the Purchaser and its Subsidiaries and the Company and SAP Thai harmless against the full amount of any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any taxable year that includes the Closing Date, against an assertionadjustment allocable under Section 7.01(b) to the portion of such year ending on or before the Closing Date), inform the relevant Seller within ten business days, and the relevant Seller Parent shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential adjustment for which Parent has acknowledged its liability; the Purchaser also may participate in any such Seller audit or proceeding and, if Parent does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, without limitation, settling such audit or proceeding after giving five days' prior written notice to Parent setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which Parent has acknowledged its liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both Parent (as evidenced by its acknowledgment under this Section 7.03) and any of the Purchaser, one of its Subsidiaries or the Company or SAP Thai could be liable, (i) each party may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by the Purchaser and Parent. (d) Neither the Purchaser nor Parent shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld withheld. The Purchaser and Parent agree to cooperate in the defense against or delayed, to compromise of any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, claim in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever Purchaser shall promptly notify Seller in writing upon receipt by Purchaser or the Subject Company of notice of any Governmental Authority asserts a claimpending or threatened federal, makes an assessment state, local or otherwise disputes foreign income or franchise tax audits or assessments which may materially affect the amount tax liabilities of Taxes the Subject Company for which Sellers are or may Seller would be liable under this Agreement, required to indemnify Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant pursuant to Section 5.4(a). Seller shall have the sole right to control represent the Subject Company's interests in any resulting proceedings tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to determine whether employ counsel of its choice at its own expense. Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or the Subject Company for any period after the Closing Date without the prior written consent of Purchaser; provided that such consent shall not be unreasonably withheld or delayed and when to settle any such claim, assessment or dispute shall not be necessary to the extent that Seller has indemnified Purchaser against the effect of any such proceedings or determinations affect settlement. Seller shall be entitled to participate, at its own expense, in the amount defense of any claim for Taxes for which such Seller a year or period that includes and ends after the Closing Date that may be liable under this Agreementthe subject of indemnification by Seller pursuant to Section 5.4(a) and, except that with the written consent of Purchaser (which shall have the right to consent, which consent will not be unreasonably withheld or delayed), to any settlement to and at its sole expense, may assume the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed entire defense of such an assertion, inform tax claim. Neither Purchaser within 10 business days, and, in any case, Purchaser shall have nor the right to control any resulting proceedings and to determine whether and when Subject Company may agree to settle any Tax claim for the portion of the year or period ending prior to or on the Closing Date which may be the subject of indemnification by Seller under Section 5.4(a) without the prior written consent of Seller; provided that such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever Buyer shall promptly notify the Sellers' Representatives in writing of any written request by a Governmental Authority asserts to audit MEI or PPC (and their successors), and any written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving MEI or PPC (and their successors), as the amount of Taxes case may be, which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementSection 12; provided, Purchaser shallhowever, that a failure to give such notice will not affect Buyer's right to indemnification hereunder, except to the extent, if informed any, that, but for such failure, the Selling Shareholders or GCM, as the case may be, could have timely contested the Tax liability in question. In the case of such an assertionaudit or administrative or judicial proceeding that relates to any Pre-Closing Period other than the Interim Period, inform the relevant Seller within ten business daysCommon Stock Selling Shareholders, and the relevant Seller with respect to MEI, or GCM or his designee, with respect to PPC, shall have the right at the Selling Shareholders' or GCM's expense (as the case may be) to control any resulting proceedings the conduct of such audit or proceeding, provided that within 60 days after such Person receives the written notice from Buyer required under this Section 12 and prior to determine whether and when to settle taking any such claimaction with respect to such audit or administrative or judicial proceeding, assessment the Common Stock Selling Shareholders or dispute GCM acknowledge in writing that they have the indemnification obligation under this Section 12 to indemnify Buyer and MEI and PPC, as the extent such proceedings or determinations affect case may be, against the full amount of Taxes for which such Seller any adjustment that may be liable under this Agreementmade as a result of such audit or proceeding. Notwithstanding the foregoing, except that Purchaser neither the Common Stock Selling Shareholders nor GCM shall have settle or otherwise compromise any issue or matter without the right to consent, Buyer's prior written consent (which consent will shall not be unreasonably withheld withheld) if such issue or delayedmatter will have a material effect on the liability for Taxes of the Buyer or MEI and PPC, as the case may be, for a post-Closing taxable year or period (or for an Interim Period). Buyer also may participate in any such audit or proceeding at its own expense and, if the Common Stock Selling Shareholders or GCM, as the case may be, do not assume the defense of any such audit or proceeding, Buyer may, without any effect to any settlement its or MEI's or PPC's, right to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable indemnification under this Agreement. If Purchaser fails to provide Section 12, defend the same in such notice and manner as it may deem appropriate, including, but not limited to, settling such failure shall materially prejudice a Selleraudit or proceeding with Common Stock Selling Shareholders' or GCM's ability to defend such assessmentconsent, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentas applicable, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentwithheld.

Contests. Whenever If a notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim (a “Tax Contest”) shall be delivered, sent, commenced, or initiated to, by or against Purchaser or any Governmental Authority asserts of the Companies by any taxing authority with respect to Taxes that results in or may result in a claim, makes an assessment or otherwise disputes the amount of Taxes Tax Loss for which Sellers are or indemnification may be liable claimed from Sellers under this Agreement, Purchaser shall, if informed shall promptly notify Sellers in writing of such an assertionTax Contest; provided that the failure to so notify Sellers shall not relieve Sellers of their indemnification obligations hereunder, inform except to the relevant Seller within ten business days, and extent that such failure prejudices Sellers’ defense of the relevant Seller Tax Contest. Sellers shall have the sole right to control any resulting proceedings represent the Companies’ interests and to determine whether employ counsel of their choice at their expense with respect to any such Tax Contest; and when Purchaser shall cause each of the applicable Companies to execute any powers of attorney or other documents or forms necessary in order to allow Sellers to control such Tax Contest and to settle any such claimTax Contest; provided that in the case of any Tax Contest relating to any Tax for any Straddle Period, assessment or dispute Purchaser and Sellers shall each be entitled to participate at their own expense in such Tax Contest to the extent such proceedings or determinations affect the amount of Taxes it relates to a Tax for which such Seller party bears liability pursuant to Section 9.1. No party may settle or otherwise dispose of any Tax Contest for which another party may have a liability under Section 9.1 or which settlement could adversely affect either party in Tax periods for which such party is responsible or for which another party may be liable entitled to a refund or credit under this Agreement, except that Purchaser shall have Section 9.1 without the right to consentprior written consent of such other party, which consent will not be unreasonably withheld withheld, conditioned or delayed, to any settlement to . In the extent such proceedings or settlement materially affect the amount event that Sellers do not take control of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall Tax Contest that they have the right to control hereunder, Purchaser and the Companies shall keep Sellers reasonably informed as to the progress of such Tax Contest and shall not enter into any resulting proceedings and settlement or other disposition of the such Tax Contest prior to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have receiving the right to consentwritten consent of Sellers, which consent will not be unreasonably withheld, conditioned or delayed. In no event, without the prior written consent of PLC, which shall not be unreasonably withheld withheld, conditioned or delayed, to shall Purchaser or the Companies grant an extension of any settlement applicable statute of limitations in respect of any Tax period ending prior to the extent such proceedings settlement affects the amount of Taxes for which Sellers are Closing Date or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentany Straddle Period.

Contests. Whenever any Governmental Authority asserts (a) After the Closing Date, Buyers shall notify Sellers in writing within ten (10) days of receiving notice of a claim, makes an proposed assessment or otherwise disputes the amount commencement of Taxes for any Tax audit or administrative or judicial Proceeding or of any demand or claim on Buyers or the Cinemex Companies or Symphony, which, if determined adversely to such party or after the lapse of time, could have an adverse effect on Sellers. Such notice shall contain factual information (to the extent known to Buyers and the Cinemex Companies or Symphony or any Related Person of such party) briefly describing the asserted Tax liability and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. The failure of Buyers to provide Sellers such notice shall not release Sellers from their obligations under this Agreement except to the extent Sellers have been materially prejudiced by the failure to receive such notice. (b) Except as provided below, in the case of a Tax audit or administrative or judicial Proceeding (a “Contest”) that relates to Taxable Periods ending on or prior to the Closing Date or to any Straddle Period pursuant to which Contest Sellers are or may could be liable under for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, Purchaser shallSellers shall have the right, if informed at their expense, to participate in or, at the option of Buyers, control the conduct of such an assertionContest; provided that, inform even if Buyers opt to permit Sellers to control the relevant Seller within ten business daysconduct of such Contest, Sellers (i) shall permit Buyers to participate in the Proceeding and to monitor the progress of such Proceeding, and (ii) if such settlement or compromise would have an adverse effect on the relevant Seller Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Proceeding without the prior written consent of Buyers (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, Sellers shall not have the right to control any resulting proceedings and Contest pursuant to determine whether and when which Sellers would reasonably be expected to settle any be entitled to a Tax refund if the outcome of such claimcontest could have an adverse effect on the Cinemex Companies, assessment Symphony, or dispute Buyers, individually or in the aggregate. In the case of a Contest that relates to the extent such proceedings income tax returns of any of the Cinemex Companies or determinations affect Symphony (an “Income Tax Contest”) that relates to Taxable Periods ending on or prior to the amount of Taxes for Closing Date, pursuant to which such Seller may Contest Sellers could be liable under for indemnification or could be entitled to a Tax refund from a Taxing Authority pursuant to this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right right, at their expense, to consentcontrol the conduct of such Income Tax Contest, and, pursuant to Section 11.4, Buyers will cause Cinemex Companies to provide Sellers with reasonable assistance and access to the books and records of such Cinemex Company or Symphony as it relates to the Income Tax Contest, provided that Sellers (i) shall permit Buyers to participate in the Income Tax Contest and to monitor the progress of such Contest and (ii) if such settlement or compromise would have an adverse effect on the Cinemex Companies, Symphony or Buyers, individually or in the aggregate, shall not settle or otherwise compromise such Income Tax Contest without the prior written consent of Buyers (which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned). Notwithstanding the foregoing, Sellers shall not be entitled to control any settlement Contest if such Contest, alone or in conjunction with other Contests, could reasonably be expected to result in Losses that exceed the Tax Loss Cap. Any Tax adjustment (including restatement by inflation, surcharges, penalties and fines) assessed as a consequence of the conclusion of a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyers or the Cinemex Companies corresponding to a taxable period that (A) ends on or before the Closing Date or (B) is allocable to the extent portion of such proceedings settlement affects Straddle Period ending on and including the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentClosing Date, then the Purchasers indemnification obligation (x) shall be null paid by Sellers to Buyers if the Tax adjustment requires payment of additional Taxes, subject to the limitations set forth in Section 8.5 as if such additional Taxes were Losses subject to indemnification under Section 8.4(i) and void with regard (y) shall be paid by or at the direction of Buyers to such assessmentSellers if the Tax adjustment results in a credit or refund of Taxes.

Contests. Whenever (i) Buyer and Seller shall promptly notify the other Party in writing upon receipt of written notice of any Governmental Authority asserts a claimpending or threatened audit, makes an notice of deficiency, examination, assessment or otherwise disputes any other administrative proceeding or court proceedings (“Audit”) which may affect any Tax liability for which the amount other Party is liable pursuant to this Section 5.12. (ii) In the case of any Audit that relates solely to Taxes for which Sellers are or may be Seller is liable under this AgreementSection 5.12(a), Purchaser Seller shall, at its option, have the sole right to (A) represent the interests of the Acquired Companies in such Audit; (B) employ counsel of its choice in connection therewith; and (C) settle such Audit; provided, however, if informed settlement or compromise of such an assertionAudit reasonably could be expected to adversely affect Buyer or the Acquired Companies, inform then Seller shall not settle or compromise any asserted Tax liability without the relevant Seller within ten business daysprior written consent of Buyer (such consent not to be unreasonably withheld, and the relevant Seller delayed or conditioned). (iii) Buyer shall have the right to (A) control all other Audits, including all Audits involving any resulting proceedings Post-Closing Tax Period (including any Straddle Period); (B) employ counsel of its choice; and (C) settle such Audit; provided, however, that Buyer shall afford Seller the opportunity to determine whether and when to settle participate, as may reasonably be requested by Seller, with Buyer in contesting any such claim, assessment or dispute Tax claim solely to the extent such proceedings Tax claim relates to Taxes that would give rise to a Seller indemnity obligation hereunder; and provided further that Buyer may not settle or determinations affect compromise any asserted Tax liability that would give rise to a Seller indemnity obligation hereunder without the amount prior written consent of Taxes for which Seller (such Seller may be liable under this Agreement, except that Purchaser shall have the right consent not to consent, which consent will not be unreasonably withheld withheld, delayed or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentconditioned).

Contests. Whenever (a) Buyer Parties and the Companies shall promptly forward to Stockholder Representative all written notifications and other communications from any Governmental Taxing Authority asserts relating to any Tax liability of the Companies with respect to a claim, makes Pre-Closing Tax Period or any actions with respect to the same. The failure of Buyer Parties or the Companies to deliver such written notice in such period shall not affect the rights of an assessment Indemnified Party under Article 7 with respect to any Tax or otherwise disputes Damage directly or indirectly related to the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed subject matter of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment written notification or dispute other communication except to the extent that the Indemnifying Party is materially and irrevocably prejudiced by the failure to provide such proceedings written notice. (b) (i) Stockholder Representative (at Stockholders’ expense, which shall be paid solely from the Stockholder Representative Expense Amount first and then from the Indemnification Escrow Account without regard to the Deductible) shall control any audit or determinations affect the amount examination by any taxing authority or any other judicial or administrative proceeding with respect to Taxes, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of the Companies (each, a “Tax Matter”) for which such Seller may be liable under any Pre-Closing Tax Period (but for this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to purpose excluding any settlement Straddle Period) but only to the extent the Stockholders have an obligation with respect to any such proceedings Tax Matter under Article 7, including through recovery against the Indemnification Escrow Account, which has not expired or settlement materially lapsed; provided, however, that Stockholder Representative shall provide to Buyer Parties (at Buyer Parties’ expense, which expense shall not be subject to indemnification under Article 7) reasonable participation rights with respect to so much of such Tax Matter that is reasonably likely to affect the amount Tax liability of Taxes Buyer Parties or the Companies for any Post-Closing Tax Period. Stockholder Representative shall not assert any defenses or claims, enter into any settlement of, or otherwise compromise, any such Tax Matter that reasonably could adversely affect the liability of Buyer Parties or the Companies for any Taxes, as to which Purchaser may the Stockholders would not be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmenthereunder, then without the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount prior written consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentParent, which consent shall not be unreasonably withheld withheld, delayed or delayed, conditioned. If Buyer Parties object to any settlement action that Stockholder Representative proposes to take pursuant to the extent preceding sentence, Buyer Parties shall, within thirty (30) days after delivery from Stockholder Representative of written notice of the intent to take such proceedings settlement affects action, notify Stockholder Representative in writing that it so objects, specifying with particularity the amount of Taxes objectionable action and stating the specific factual or legal basis for which Sellers are or may be liable under this Agreementany such objection. If Seller fails to provide such a notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation of objection shall be null duly delivered, Buyer Parties and void with regard Stockholder Representative shall negotiate in good faith and use their commercially reasonable efforts to resolve such items. If Buyer Parties and Stockholder Representative are unable to reach such agreement within ten (10) days after receipt by Stockholder Representative of such notice, the disputed items shall be resolved by the Dispute Advisor and any determination by the Dispute Advisor shall be final. The Dispute Advisor shall resolve any disputed items within ten (10) days of having the item referred to it pursuant to such assessmentprocedures as it may require. The costs, fees and expenses of the Dispute Advisor shall be borne equally by Buyer Parties and Stockholder Representative.

Contests. Whenever (a) In the event any Governmental Authority asserts a informs the Purchaser or the Seller (or any of their respective Affiliates) of any proposed or actual audit, examination, adjustment, claim, makes an assessment assessment, or demand with respect to Taxes of the Company or any Subsidiary for any taxable period that ends on or before the Closing Date or any Straddle Period, the party so informed shall promptly notify the other of such matter. No failure or delay in informing the other party shall reduce or otherwise disputes affect the amount obligations or liabilities of Taxes for which Sellers are any party hereto, except to the extent such failure or may delay shall have materially and adversely affected the recipient party’s ability to defend against any Liability or claim with respect to such Taxes. Any notice shall be liable under this Agreementaccompanied by a copy of any written notice or other document received from the applicable Governmental Authority with respect to such matter. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right sole right, at its expense, to control the conduct of such Contest, provided that Seller conducts such Contest diligently and in good faith. If the Seller elects to control any resulting proceedings Contest that relates to taxable periods ending on or before the Closing Date, the Purchaser, the Company and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser relevant Subsidiary shall have the right to consentright, which consent will not be unreasonably withheld or delayedat their expense, to participate in such Contest. (c) In the case of a Contest that relates to any settlement to Straddle Period, the extent such proceedings Purchaser or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser relevant Subsidiary shall have the right sole right, at its expense, to control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment or dispute, except that Sellers Contest. The Seller shall have the right right, at its expense, to consentparticipate in such Contest involving any asserted Tax Liability with respect to which indemnity may be sought from the Seller pursuant to Section 6.01. (d) Neither the Seller nor the Purchaser (nor any of their respective Affiliates) may settle or compromise any asserted Liability under this Section 6.03 without the prior written consent of the other; provided, which however, that consent to settlement or compromise shall not be unreasonably withheld or delayed. The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of any settlement to claim in any Contest; provided, however, that the extent Seller shall bear the cost and expense of such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcooperation.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an each party shall promptly notify the other party in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreement, Purchaser shalladministrative or judicial proceeding or of any demand or claim on the other party or its Affiliates which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under Section 7.01. Such notice shall contain factual information (to the extent known to such party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If either party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 7.03, then such party shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to such party. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the date of the Closing, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and to determine whether and when to settle the conduct of such Contest, provided, however, that if the resolution of any such claimContest would result in an increase in Taxes otherwise borne by Purchaser (or either Company for any Tax period beginning after the Closing Date), assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed not resolve such contest without the prior written consent of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentPurchaser, which consent shall not be unreasonably withheld or delayed. (c) With respect to Straddle Periods, the Seller may elect to direct and control, through counsel of its own choosing, any settlement Contest involving any asserted Tax liability with respect to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller fails elects to provide direct such Contest, the Seller shall within 30 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause the Companies to cooperate, at the Seller’s expense, in each phase of such failure materially prejudices Purchaser's ability Contest. If the Seller elects to defend direct such assessmentContest, then the Purchasers indemnification obligation Purchaser may participate in such Contest, at the Purchaser’s expense. If the Seller elects not to direct the Contest, the Purchaser may assume control of such Contest (at the Purchaser’s expense). If the Purchaser assumes control of such Contest, then the Seller may participate, at its own expense, in the Contest. Neither the Seller nor the Purchaser may settle or compromise any asserted liability with respect to any Contest governed by this Section 7.03(c) without prior written consent of the other party, which shall not be null unreasonably withheld or delayed. (d) The Purchaser and void with regard the Seller agree to such assessmentcooperate, and agree to cause their Affiliates to cooperate, in the defense against or compromise of any claim in any Contest.

Contests. Whenever (i) After the Closing Date, Parent Bank shall promptly notify Company in writing of the proposed assessment of the commencement of any Governmental Authority asserts a claim, makes an assessment Audit or otherwise disputes the amount court proceedings or of Taxes for which Sellers are any demand or may be liable under this Agreement, Purchaser shallclaim on Parent Bank or Company Bank or any Company Bank Subsidiary which, if informed determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by Company under Section 5.5(a). Such notice shall contain factual information (to the extent known to Parent Bank or Company Bank) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Parent Bank fails to give Company prompt notice of an asserted Tax liability as required by this Section 5.5(e), and such failure results in actual prejudice to Company’s ability to contest the asserted Tax liability, then Company shall be relieved of its obligation to indemnify for any loss arising out of such asserted Tax liability to the extent of such actual prejudice. (ii) In the case of an assertionAudit or court proceeding (a “Contest”) that relates to a taxable period ending prior to or on the Closing Date, inform the relevant Seller within ten business daysincluding any Short Period or Interim Period, and the relevant Seller Company shall have the right sole right, at its expense, to control the conduct of such Contest. (iii) With respect to periods beginning before the Closing Date and ending after the Closing Date, Company may elect to direct, through counsel of its own choosing, any resulting proceedings and Contest with respect to determine whether and when any asserted Tax liability with respect to settle which Parent Bank may seek an indemnity from Company under Section 5.5(a); provided that Company shall consult with Company Bank regarding any such claimContest and shall allow Company Bank to participate in any such proceeding and provided, assessment further, that no settlement or dispute other disposition of any claim for Tax which would adversely affect Company Bank, any Company Bank Subsidiary or Parent Bank in such taxable periods or subsequent taxable periods shall be agreed to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to without Company Bank’s prior written consent, which such consent will not to be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails Company elects to provide such direct a Contest, they shall within 60 days of receipt of the notice of asserted Tax liability notify Parent Bank of their intent to do so, and such failure Parent Bank shall materially prejudice a Seller's ability cooperate and shall cause Company Bank and the Company Bank Subsidiaries to defend such assessmentcooperate, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claimat Company’s expense, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed in each phase of such an assertionContest. If Company elects not to direct the Contest, inform Purchaser within 10 business daysParent Bank or Company Bank may pay, andcompromise, in any or contest such asserted liability. In such a case, Purchaser shall have neither Parent Bank nor Company Bank may settle or compromise any asserted liability without the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentconsent of Company, which consent shall not be unreasonably withheld or delayed. (iv) Parent Bank and Company agree to cooperate, and Parent Bank agrees to cause Company Bank and the Company Bank Subsidiaries to cooperate, in the defense against or compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are claim in any Audit or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcourt proceeding.

Contests. Whenever any Governmental Authority asserts a claimAfter the Closing, makes an Covenant shall promptly notify the Stockholders in writing of the proposed assessment or otherwise disputes the amount commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on Covenant or the Company which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for payment of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform indemnification by the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable Stockholders under this Agreement. Such notice shall contain factual information (to the extent known to Covenant or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Purchaser Covenant fails to provide such give the Stockholders prompt notice and such failure shall materially prejudice a Seller's ability to defend such assessmentof an asserted Tax liability as required by this section, then the Seller's Stockholders shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability under this Agreement; provided, however, that failure to give such notification shall not affect the indemnification obligations provided hereunder except to the extent that the Indemnifying Party shall have been prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Person failed to give such notice). In the case of a Tax audit or administrative or judicial proceeding (a "Contest") that relates to periods ending on or before the Closing Date, the Stockholders shall have the sole right to direct and control the conduct of such Contest. With respect to any Contest for any period beginning before the Closing Date and ending after the Closing Date, the Party which would bear the burden of the greater portion of the sum of the adjustments that may reasonably be anticipated for such period may elect to direct and control, through counsel of its own choosing, such Contest. If the Stockholders elect to direct any Contest or portion of a Contest, the Stockholders shall promptly notify Covenant of its intent to do so, and Covenant shall cooperate and shall cause the Company to fully cooperate in each phase of such Contest. If the Stockholders elect not to direct the Contest, Covenant shall assume control of such Contest and such Contest shall be null and void subject to indemnification in accordance with regard to such assessmentArticle V hereof. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes Covenant shall keep the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if Stockholder Representative reasonably informed of the status of such an assertion, inform Purchaser within 10 business days, and, in Contest. In any case, Purchaser shall have neither Covenant and the right to control Company on the one hand, or the Stockholders, on the other hand, may settle or compromise any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have asserted liability without prior written consent of the right to consentother affected party, which consent shall may not be unreasonably withheld withheld, conditioned, or delayed. In any event, to any settlement to party may participate, at their own expense, in the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes (a) After the amount of Taxes for which Sellers are or may be liable under this AgreementClosing, Purchaser shallshall promptly notify Seller in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on Purchaser or any Company which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform the relevant Seller within ten business days, and the relevant Seller would be grounds for indemnification under Section 7.01. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide give Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then (a) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss arising out of such notice asserted Tax liability, and (b) if Seller is not so precluded from contesting but such failure shall materially prejudice to give prompt notice results in a detriment to Seller's ability to defend such assessment, then the Seller's indemnification obligations any amount which Seller is otherwise required to pay Purchaser pursuant to Section 7.01 with respect to such liability shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes reduced by the amount of Taxes such detriment. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 7.01 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If Seller elects to direct a Contest, it shall within 30 days of receipt of the notice of asserted Tax liability notify Purchaser is liable under this Agreement of its intent to do so, and Purchaser shall cooperate and shall cause each Company to cooperate, at the expense of Seller, in each phase of such Contest. Seller shall if keep Purchaser informed regarding the progress but not any substantive aspect of any Contest which Seller has elected to direct. If Seller elects not to direct the Contest, fails to notify Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01, Purchaser or the relevant Company may pay, compromise or contest, at its own expense, such an assertion, inform Purchaser within 10 business days, andasserted liability. However, in any such case, neither Purchaser shall have nor such Company may settle or compromise any asserted liability over the right objection of Seller; provided, however, that consent to control any resulting proceedings and to determine whether and when to settle any such claim, assessment settlement or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld or delayedwithheld. In any event, Seller may participate, at its own expense, in the Contest. If Seller chooses to any settlement direct the Contest, Purchaser shall promptly empower and shall cause the relevant Company promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as it may designate to represent Purchaser and such Company in the extent such proceedings settlement affects Contest insofar as the amount of Taxes Contest involves an asserted Tax liability for which Sellers are or may Seller would be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 7.01.

Contests. Whenever (a) After the Closing, Purchaser shall promptly notify Seller in writing of any Governmental Authority asserts a claim, makes an written notice of all audits proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of Purchaser which, if determined adversely to the amount of Taxes taxpayer, could result in grounds for which Sellers are or may be liable indemnification under this AgreementArticle VII; provided, Purchaser shallhowever, that a failure to give such notice will not affect Purchaser’s right to indemnification under this Agreement except to the extent, if informed any, that, but for such failure, Seller could have avoided all or a portion of such the Tax liability in question. (b) In the case of an assertionaudit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, inform the relevant provided that Seller within ten business daysacknowledges in writing its liability with respect to any Taxes arising therefrom in accordance with this Article VII, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claimaudit or proceeding, assessment or dispute but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential adjustment for which Seller has acknowledged its liability hereunder; Purchaser also may participate in any such audit or proceeding, and, if Seller does not assume the defense of any such audit or proceeding, Purchaser may defend the same in such manner as it may deem appropriate, including, without limitation, settling such audit or proceeding in accordance with Section 7.4(d). In the event that issues relating to a potential adjustment for which Seller has acknowledged its liability are required to be liable under this Agreement, except that Purchaser shall have dealt with in the right same proceeding as separate issues relating to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes a potential adjustment for which Purchaser may would be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any caseliable, Purchaser shall have the right right, at its expense, to control the audit or proceeding with respect to the latter issues, provided that Purchaser shall use reasonable efforts to bifurcate the issues in such proceeding as reasonably requested by Seller. (c) With respect to issues relating to a potential adjustment for which both Seller (as evidenced by its acknowledgment under this Section 7.4) and Purchaser could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any resulting proceedings corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by Purchaser and to determine whether and when Seller. (d) Neither Purchaser nor Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such claim, assessment year or dispute, except that Sellers shall have a subsequent year without the right to consentwritten consent of the other party, which consent shall may not be unreasonably withheld withheld. Purchaser and Seller agree to cooperate in the defense against or delayed, to compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are claim in any audit or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount Purchaser or of Taxes any of the Company and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VI; PROVIDED, Purchaser shallHOWEVER, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Article VI except to the extent, if informed any, that, but for such failure, the Sellers could have avoided all or a portion of such the Tax liability in question. (b) In the case of an assertionaudit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, inform provided that the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable Sellers acknowledge in writing their liability under this Agreement Seller shall if informed to hold the Purchaser, the Company and the Subsidiaries harmless against the full amount of any adjustment which may be made as a result of such an assertion, inform Purchaser within 10 business days, andaudit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any casetaxable year that includes the Closing Date, Purchaser shall have against an adjustment allocable under Section 6.01(b) to the right to control any resulting proceedings and to determine whether and when to settle any portion of such claimyear ending on or before the Closing Date), assessment or dispute, except that the Sellers shall have the right at their expense to consentparticipate in and control the conduct of such audit or proceeding but only to the extent that such audit or proceeding relates solely to a potential adjustment for which the Sellers have acknowledged their liability; the Purchaser also may participate in any such audit or proceeding and, if the Sellers does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Sellers setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Sellers have acknowledged their liability are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by their acknowledgment under this Section 6.04) and the Purchaser or the Company or any Subsidiary could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Sellers. (d) Neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent shall may not be unreasonably withheld withheld. The Purchaser and the Sellers agree to cooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or delayed, to compromise of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are claim in any audit or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever (a) After the Closing Date, Buyer shall notify Seller in writing of the commencement of any Governmental Authority asserts a Tax audit or administrative or judicial proceeding or of any demand or claim on Buyer or Company which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 11.1, within fifteen (15) days after such commencement or the receipt of such demand or claim. Such notice to Seller shall contain factual information (to the extent known to Buyer or Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If Buyer fails to give Seller notice of an asserted Tax liability as required by this Section 11.3, makes an assessment then, if Seller is precluded by the failure to give such notice from contesting the asserted Tax liability in formal proceedings before either the administrative or otherwise disputes the amount judicial forum, then Seller shall not have any obligation to indemnify Buyer or Company for any loss arising out of Taxes such asserted Tax liability. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 11.1 (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a “Contest”); provided, if informed of such an assertionhowever, inform the relevant Seller within ten business days, that Buyer and the relevant Seller Company and their duly appointed representatives shall have the right to control any resulting proceedings and to determine whether and when to settle participate in any such claimContest, assessment at their own expense, to the extent that such Contest relates to matters for periods after the Closing Date; and provided, further, that Seller shall obtain the consent of Buyer and Company prior to the resolution or settlement of any such dispute to the extent such proceedings or determinations affect it relates to matters after the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentClosing Date, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller elects to direct a Contest, within thirty (30) days after receipt of the notice of asserted Tax liability, Seller shall notify Buyer of its intent to do so, and Buyer shall cooperate and shall cause Company or its respective successor or successors to cooperate, at Seller’s expense, in each phase of such Contest. If Seller chooses to direct the Contest, Buyer promptly shall empower and cause Company or its successor to empower (by power of attorney and such other documentation as may be necessary and appropriate) such representatives of Seller as it may designate to represent Buyer or Company or their respective successors in the Contest insofar as the Contest involves an asserted Tax for which Seller may be required to indemnify Buyer or Company under Section 11.1. If Seller elects not to direct the Contest, fails to provide notify Buyer of its election as herein provided or contests its obligation to indemnify under Section 11.1, Buyer or Company may pay, compromise or contest, at their own expense, such notice and such failure materially prejudices Purchaser's ability asserted Tax liability without prejudice to defend such assessment, then the Purchasers any right of Buyer or Company to indemnification obligation shall be null and void with regard to such assessmentif otherwise entitled thereto hereunder.

Contests. Whenever Buyer agrees to give prompt written notice to Seller of the receipt of any Governmental Authority asserts a written notice by the Company, Buyer or any of Buyer’s Affiliates which involves the assertion of any claim, makes an assessment or otherwise disputes the amount commencement of any Action, in respect of Pre-Closing Taxes for which Sellers are or may be liable under this Agreement(a “Tax Claim”). Seller may, Purchaser shallat Seller’s expense, if informed assume the defense of any such an assertionTax Claim. If Seller assumes such defense, inform the relevant Seller within ten business days, and the relevant Seller shall will have the right to control (including selection of counsel) such Tax Claim and, without limiting the foregoing, may in its sole discretion pursue or forego any resulting proceedings and to determine whether all administrative appeals, proceedings, hearings and when to settle conferences with any taxing authority with respect thereto, and may, in its reasonable discretion, either pay the Tax claimed or ▇▇▇ for a refund where applicable Law permits such claim, assessment refund suits or dispute to contest the extent such proceedings or determinations affect the amount of Taxes for which such matter in any permissible matter. Seller may be liable under this Agreementnot, except that Purchaser shall have the right to without Buyer’s consent, which consent will shall not be unreasonably withheld or delayed, to resolve any settlement Tax Claim in a manner that would have an adverse effect on Buyer or the Company for a Post-Closing Tax Period. Buyer will cooperate with Seller with respect to the extent resolution of such proceedings Tax Claim and will not, without the prior consent of Seller, which shall not be unreasonably withheld or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementdelayed, take any action to settle, compromise or resolve any matter related to such Tax Contest. If Purchaser fails to provide such notice and such failure Seller does not assume the defense of a Tax Claim, Buyer shall materially prejudice a Seller's ability control the contest or resolution of any Tax Claim; provided, however, that Buyer shall have no obligation to defend such assessmentor participate in the defense of a Tax Claim. If Buyer defends or participates in the defense of a Tax Claim, then Buyer shall obtain the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount prior written consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, (which consent shall not be unreasonably withheld or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim; and, then the Purchasers indemnification obligation provided further, that Seller shall be null entitled to participate in the defense of such claim and void to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Seller. Seller shall pay all Buyer’s reasonable costs and expenses, including attorneys’ fees, incurred in connection with regard to any such assessmentTax Claim.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shalla “Contest” is any audit, if informed court proceeding or other dispute with respect to any tax matter that affects the Companies, Alcomat, Allied Concrete and any of their Subsidiaries. Unless Acquiror has previously received written notice from the Sellers of the existence of such an assertionContest, inform Acquiror shall give written notice to the relevant Sellers of the existence of any Contest relating to a tax matter that is the responsibility of the Seller Indemnifying Parties under Section 6.9(b) within ten business daysdays from the receipt by Acquiror of any written notice of such Contest, but no failure to give such notice shall relieve the Seller Indemnifying Parties of any liability hereunder, except to the extent that the Seller Indemnifying Parties are prejudiced by such failure to give timely notice. Unless the Sellers have previously received written notice from Acquiror of the existence of such Contest, the Sellers shall give written notice to Acquiror of the existence of any Contest for which Acquiror has responsibility within ten days from the receipt by the Sellers of any written notice of such Contest. Acquiror, on the one hand, and the Sellers, on the other hand, agree, in each case at no cost to the other party, to cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant Seller information necessary or useful in connection with any Contest requiring any such books, records and files. The Sellers shall, at their election, have the right to represent each of the Company’s interests in any Contest relating to a tax matter arising in a period ending on or before the Closing Date, to employ counsel of their choice at their expense and to control the conduct of such Contest, including settlement or other disposition thereof; provided, however, that Acquiror shall have the right to control any resulting proceedings and to determine whether and when to settle consult with the Sellers regarding any such claimContest that may affect either of the Companies , assessment Alcomat, Allied Concrete and any of their Subsidiaries or dispute taxes relating to the extent BSI Properties for any periods ending after the Closing Date at Acquiror’s own expense and provided, further, that any settlement or other disposition of any such proceedings or determinations affect Contest may only be with the amount consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentAcquiror, which consent will not be unreasonably withheld withheld, delayed or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementconditioned. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser Acquiror shall have the right to control the conduct of any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, Contest with respect to any settlement to tax matter arising in a period ending after the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentClosing Date.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an Buyer shall promptly notify Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on Buyer, Purchaser shallits Affiliates or the Acquired Companies which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by Seller. Such notice shall contain factual information (to the extent known to Buyer, its Affiliates or the Acquired Companies) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If Buyer fails to give Seller prompt notice of an asserted Tax liability as required by this Section 8.4, then Seller shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a material detriment to Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings the conduct of such Contest, provided, however, that Seller shall keep Buyer reasonably informed with respect to such Contest and that Buyer may (at its sole expense) participate in the defense of such Contest. Seller shall not settle or otherwise agree to determine whether and when to settle the resolution of any such claim, assessment or dispute to Contest without the extent such proceedings or determinations affect the amount prior written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyer (which consent shall not be unreasonably withheld withheld, conditioned, or delayed). (c) Buyer shall direct and control, through counsel of its own choosing, any Contest with respect to a taxable period that begins prior to the Closing Date and ends after the Closing (a “Straddle Period”), and Seller shall cooperate in each phase of such Contest. None of Buyer or any Acquired Company may settle or compromise any asserted liability for which Seller would have an indemnification obligation pursuant to this Article 8 without prior written consent of Seller; provided, however, that consent to settlement or compromise shall not be unreasonably withheld, conditioned, or delayed. In any event, Seller may participate, at its own expense, in such Contest to the extent such proceedings settlement affects it could result in an indemnification obligation of Seller pursuant to this Article 8. (d) Buyer and Seller agree to cooperate, and Buyer agrees to cause the Acquired Companies to cooperate, in the defense against or compromise of any claim in any Contest. (e) For purposes of this Agreement, Taxes allocable to the portion of a Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes other than income Taxes, South Dakota Mineral Severance Tax and Taxes based on receipts or sales or that are otherwise transactionally based, deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period prior to and ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any income Taxes, South Dakota Mineral Severance Tax and Taxes for based on receipts or sale or that are otherwise transactionally based, be deemed equal to the amount which Sellers would be payable if the relevant Straddle Period ended on the Closing Date, provided that all permitted allowances, credits, exemptions and deductions that are or may be liable under this Agreement. If Seller fails to provide normally computed on the basis of an entire year period (such notice as depreciation and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation amortization deductions) shall accrue on a daily basis and shall be null allocated between the pre-Closing portion of the Straddle Period and void the post-Closing portion of the Straddle Period in proportion to the number of days in each such period; provided, however, that any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended on the Closing Date and provided that all determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with regard prior practices of the Acquired Companies, except where such practice is not consistent with applicable legal requirements. Notwithstanding the foregoing, any penalty, interest or addition to Tax shall be allocated to the party that bears the liability for the Tax to which such assessmentpenalty, interest or addition to Tax relates, regardless of when such penalty, interest or addition to Tax is assessed.

Contests. Whenever If any Governmental Authority asserts issues to Buyer, the Company, Holdco or any of their respective Affiliates a claimwritten notice of its intent to audit, makes examine or conduct a proceeding, a written notice of its determination of an objection to an assessment with respect to Taxes or otherwise disputes Tax Returns of the amount Company or Holdco for a Pre-Closing Tax Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the filing of Taxes for which Sellers are or may be liable under this Agreementa Tax Return (a “Tax Claim”), Purchaser shall, if informed Buyer shall notify Seller of its receipt of such an assertionTax Claim within five (5) Business Days following receipt; provided however, inform that the relevant failure of Buyer to notify Seller of its receipt of a Tax Claim within ten business daysfive (5) Business Days shall not relieve Seller from liability pursuant to Section 6.03(a) except to the extent Seller is materially prejudiced as a consequence of such failure. Seller shall control any Tax Claim and any other matter with respect to a Pre-Closing Tax Period of the Company or Holdco (a “Seller’s Tax Contest”); provided, that with respect to a Seller’s Tax Contest that involves United States federal or Arizona income Taxes (a “Seller’s Consolidated Tax Contest”) Seller shall provide Buyer with any information that Buyer reasonably requests that pertains solely to either the Company or Holdco and is in connection with the relevant Seller Seller’s Consolidated Tax Contest and, provided further, with respect to a Seller’s Tax Contest that is not a Seller’s Consolidated Tax Contest (i),the Buyer, at its sole cost and expense, shall have the right to control any resulting proceedings participate in such Seller’s Tax Contest; and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement (ii) Seller shall if informed of not settle such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Seller’s Tax Contest without Buyer’s prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, to any settlement provided that, if Buyer does not consent to the extent settlement then (a) Buyer shall be obligated to assume the defense of such proceedings settlement affects Seller’s Tax Contest; and (b) Buyer’s indemnification obligations relating to such Seller’s Tax Contest pursuant to this Agreement (including for the avoidance of doubt Section 6.03(a)) shall be limited to the amount of Taxes for which Sellers are that Buyer would have been obligated to indemnify if such Seller’s Tax Contest was resolved in accordance with the terms of the proposed settlement. Buyer shall control any Tax Claim that is not a Seller’s Tax Contest (a “Buyer’s Tax Contest”), provided that Seller, at its sole cost and expense, shall have the right to participate in any Buyer’s Tax Contest that relates to a Straddle Period. Notwithstanding anything in this Agreement to the contrary, Buyer, the Company or may be liable under this Agreement. If Holdco or any of their respective Affiliates shall not resolve, settle, compromise, or abandon any issue or claim without the prior written consent of Seller fails to provide if such notice action would result in the imposition of any Pre-Closing Taxes on the Company or Holdco, as applicable; provided, however, Buyer, the Company, Holdco and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation their respective Affiliates shall be null entitled to enter into such settlement without the consent of Seller so long as Buyer, the Company and void with regard Holdco agree in writing that Seller shall not be responsible for or covenant to pay and shall not indemnify the Buyer Indemnitees from and against any Pre-Closing Taxes of the Company or Holdco resulting from such assessmentsettlement or action.

Contests. Whenever (a) After the Closing, Parent shall promptly notify the Stockholders in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of Parent or of the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VIII; provided, however, that a failure to give such notice will not affect Parent's right to indemnification under this Article VIII except to the extent, if any, that, but for such failure, the Stockholders could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing and provided that the Stockholders acknowledge in writing their liability under this Agreement to hold Parent and the Company harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing (or, in the case of any taxable year that includes the Closing, against an assertionadjustment allocable under Section 8.01 to the portion of such year ending on or before the Closing Date) and is subject to indemnification under Section 7.01, inform the relevant Seller within ten business days, and the relevant Seller Stockholders shall have the right at their expense to participate in and control the conduct of such audit or proceeding but only to the extent that such audit or proceeding relates solely to a potential adjustment for which the Stockholders have acknowledged their liability; Parent also may participate in any such audit or proceeding and, if the Stockholders do not assume the defense of any such audit or proceeding, Parent may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Stockholders setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Stockholders have acknowledged their liability are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which Parent would be liable, Parent shall have the right, at its expense, to control the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both the Stockholders (as evidenced by its acknowledgment under this Section 8.04) and Parent or the Company could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any resulting proceedings corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VIII by Parent and to determine whether and when the Stockholders. (d) Neither Parent nor any Stockholder shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affectthe other party for such claim, assessment year or dispute to a subsequent year without the extent such proceedings or determinations affect written consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentother party, which consent will may not be unreasonably withheld or delayedwithheld. Parent and the Stockholders agree to cooperate, and Parent agrees to any settlement cause the Company to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control claim in any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever (a) After the Closing Date, the Buyer shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the amount Company or any of Taxes its Subsidiaries which, if determined adversely to the Company or relevant Subsidiary, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle 7; provided, Purchaser shall-------- however, that a failure to give such notice will not affect a Buyer Indemnified ------- Person's right to indemnification hereunder except to the extent, if informed any, that, but for such failure, the Sellers could have avoided the Tax liability in question. (b) Except as provided in Section 7.3(c) below, in the case of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute to the extent such proceedings administrative or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except judicial proceeding that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, relates to any settlement to Pre-Closing Period, the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right at their own expense to consentcontrol the conduct of such audit or proceeding; provided that within 30 days after the Sellers have -------- received the written notice from the Buyer that is required under Section 7.3(a) above, and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers acknowledge in writing their joint liability under Section 7.3(b)(i) of this Agreement to hold any Buyer Indemnified Person harmless against the full amount of any adjustment which consent shall not may be unreasonably withheld made as a result of such audit or delayed, proceeding that relates to any settlement the Pre-Closing Period (to the extent such proceedings amount exceeds the Closing Balance Sheet Tax Reserve after giving effect to all prior and concurrent payments made pursuant to Section 7.3(b)(i) of this Agreement to any Buyer Indemnified Person); provided, ` -------- further, that the Sellers may not agree to a settlement affects or compromise to any ------- such audit or proceeding that may reasonably be expected to have an adverse effect on the tax liability of the Company for a taxable period after the Closing Date without the prior written consent of the Buyer; provided, -------- further, that if the Buyer does not consent to such settlement or compromise, ------- the Sellers' liability to indemnify the Buyer as a result of such audit or proceeding shall be limited to the amount that the Sellers would have paid had the Buyer consented to such settlement or compromise. The Buyer also may participate in any such audit or proceeding at its own expense and, if the Sellers do not assume the defense of Taxes for which Sellers are any such audit or proceeding, the Buyer may be liable defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to any Buyer Indemnified Person's right to indemnification under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentArticle 7.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant (a) Seller shall have the right to control the conduct of any resulting proceedings and audit or administrative or judicial proceeding with respect to determine whether and when any consolidated federal income Tax Return (or similar combined, consolidated or unitary state income Tax Return) that includes Seller or the Companies with respect to settle a taxable period of the Companies ending on or before the Closing Date (a “Pre-Closing Consolidated Audit”). (b) With respect to any such claimaudit or administrative or judicial proceeding with respect to Taxes of the Companies (other than a Pre-Closing Consolidated Audit), assessment Purchaser shall promptly notify Seller in writing upon receipt by any of the Companies of a written notice of any audit or dispute administrative or judicial proceeding with respect to Taxes of any of the Companies which Seller may have liability (a “Tax Contest Claim”); provided, however, no failure or delay by Purchaser to provide notice of a Tax Contest Claim shall reduce or otherwise affect the obligation of Seller hereunder except to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that is actually prejudiced thereby. Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed cooperate with each other in the conduct of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser Tax Contest Claim. Seller shall have the right to control the conduct of any resulting proceedings Tax Contest Claim for a period that ends on or prior to the Closing Date (a “Pre-Closing Tax Claim”) if Seller provides Purchaser with notice of its election to control such claim within thirty (30) days of Purchaser notifying Seller of such Tax Contest Claim, provided if the resolution of such Pre-Closing Tax Claim could reasonably be expected to have an adverse effect on Purchaser or any of the Companies for a period that ends after the Closing Date then: (i) Seller shall keep Purchaser informed regarding the progress and substantive aspects of such Pre-Closing Tax Claim, (ii) Purchaser shall be entitled to determine whether participate in any Pre-Closing Tax Claim and when to (iii) Seller shall not compromise or settle any such claim, assessment or dispute, except that Sellers shall have the right to Pre-Closing Tax Claim without obtaining Purchaser’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails does not elect to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentcontrol a Pre-Closing Tax Claim within the time period set forth above, then the Purchasers indemnification obligation Purchaser shall be null entitled to control all aspects of such claim. (c) With respect to any Tax Contest Claim for a period that begins before and void with regard ends after the Closing Date (a “Straddle Tax Claim”), Purchaser shall control such claim, provided that (A) Purchaser shall keep Seller informed regarding the progress and substantive aspects of such Straddle Tax Claim, (B) Seller shall be entitled to such assessmentparticipate in any Straddle Tax Claim and (C) Purchaser shall not compromise or settle a Straddle Tax Claim without obtaining Seller’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever (a) Buyers agree to give written notice to Sellers of the receipt of any Governmental Authority asserts a written notice by any Target Company, Buyers, or any of Buyers’ Affiliates which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity may be liable under sought by Buyers pursuant to this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller Article VI (a “Tax Claim”); provided that failure to comply with this provision shall have the not affect Buyers’ right to control any resulting proceedings and to determine whether and when to settle any such claimindemnification hereunder, assessment or dispute except to the extent such proceedings that Sellers are actually prejudiced thereby. Sellers and Buyers shall use commercially reasonable efforts to cooperate with each other in connection with the contest or determinations affect resolution of any Tax Claim, including making available (subject to the amount provisions of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, Section 5.07) records relating to any settlement Tax Claim and furnishing, as promptly as practicable, information reasonably requested for the preparation, prosecution, defense, or conduct of any Tax Claim. (b) After the Closing Date, Buyers shall control the contest and resolution of any Tax Claim pursuant to Section 6.03(a) at Buyers’ sole expense; provided, however, that Buyers shall obtain the extent such proceedings or settlement materially affect the amount prior written consent of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, (which consent shall not be unreasonably withheld withheld, conditioned, or delayed) before entering into any settlement, compromise or other resolution of a Tax Claim or ceasing to defend a Tax Claim; and, provided further, that Sellers shall be entitled to participate in, but not control, the defense of such claim and to employ counsel of their choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Sellers. (c) In the case of a Tax Claim pursuant to Section 6.03(c), (d), or (e) Sellers shall have the right, but not obligation, to exclusively control the contest and resolution of such Tax Claim at Sellers’ sole expense, including entering into any settlement to the extent settlement, compromise, or other resolution of such proceedings settlement affects the amount of Taxes for which Sellers are Tax Claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentTax Claim; provided, then however that Sellers shall obtain the Purchasers indemnification obligation prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise or other resolution of a Tax Claim. Sellers shall use good faith efforts to keep Buyers reasonably informed regarding the status of any Tax Claim contemplated in this Section 6.05(c), but Buyers shall not be entitled to participate in such Tax Claim. (d) In the case of a Tax Claim pursuant to Section 6.03(b), Sellers shall have the right, but not obligation, to exclusively control the contest and resolution of such Tax Claim; provided, however that Sellers shall obtain the prior written consent of Buyers (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise or other resolution of a Tax Claim; provided further, that, Buyers shall be null entitled to participate in, but not control, the defense of such claim and void with regard to employ counsel of their choice for such assessmentpurpose, the fees and expenses of which separate counsel shall be borne solely by Buyers.

Contests. Whenever (a) If notice of any Governmental Authority asserts a claim, makes an assessment or otherwise disputes Legal Action with respect to Taxes (“Tax Proceeding”) relating to the amount of Taxes Seller shall be received by either party for which Sellers are or the other party may reasonably be expected to be liable under this Agreementpursuant to Section 8.05 (a “Tax Claim”), Purchaser shall, if informed the notified party shall promptly inform the other party in writing of such an assertionTax Claim, inform provided that the relevant Seller within ten business days, failure of the notified party to give the other party such notice shall not relieve the failing party of its obligations under Section 8.05 except to the extent that the other party is actually and the relevant Seller materially prejudiced thereby. (b) Company shall have the right at its expense to control represent the interests of Company or the Seller in any resulting proceedings Tax Claim relating exclusively to taxable periods ending on or before the Closing Date, provided that: (i) Company shall allow Buyer and its counsel to determine whether and when to settle participate in the defense of any such claim, assessment or dispute Tax Proceeding at Buyer’s sole expense; (ii) Company shall keep Buyer informed with respect to the extent status of any such proceedings Tax Proceeding; (iii) if any such Tax Proceeding involves an issue that recurs in taxable periods ending after the Closing Date or determinations otherwise could adversely affect Buyer or the amount Seller for any taxable period ending after the Closing Date, then Company and Buyer shall jointly control the defense of Taxes for which any such Seller may Tax Proceeding, each party shall cooperate with the other party, and there shall be liable under this Agreement, except that Purchaser shall have no settlement or closing or other agreement with respect to such Tax Proceeding without the right to consentconsent of the other party, which consent will shall not be unreasonably withheld withheld; and (iv) if Company does not elect to represent the interests of Company or delayed, to the Seller in any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmentTax Proceeding, then Buyer or the Seller's indemnification obligations shall be null Seller may contest such Tax Proceeding and void may pay or compromise such Tax Claim with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Company’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. (c) Buyer shall represent at its expense the interests of the Seller in any Tax Claim relating to a Straddle Period, provided that: (i) Buyer shall allow Company and its counsel to participate in the defense of any settlement such Tax Proceeding at Company’s sole expense; (ii) Buyer shall keep Company informed with respect to the extent status of any such proceedings settlement affects Tax Proceeding; and (iii) if any such Tax Proceeding involves an issue which is the amount subject of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails indemnification by Company pursuant to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentSection 8.05, then Buyer and Company shall jointly control the Purchasers indemnification obligation defense of any such Tax Proceeding, each party shall cooperate with the other party, and there shall be null and void no settlement or closing or other agreement with regard respect to such assessmentTax Proceeding without the consent of the other party, which consent shall not be unreasonably withheld. (d) Notwithstanding anything in the Agreement to the contrary, Company shall be entitled to control in all respects, and neither Buyer nor any of their Affiliates shall be entitled to participate in, any Tax Proceeding with respect to: (i) any Tax Return of Company; or (ii) any Tax Return of a consolidated, combined, affiliated, or unitary group that includes Company or any of its Affiliates (including the Seller).

Contests. Whenever (i) With respect to any Governmental Authority asserts a claimPre-Closing Tax Return, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller its duly appointed representatives shall have the right sole right, at its expense, to control supervise or otherwise coordinate any resulting proceedings examination process and to determine whether negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and when to settle prosecute any such claimclaims for refund. The foregoing notwithstanding, assessment without the express written consent of Buyer or dispute to any of the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentCompanies, which consent shall not be unreasonably withheld or delayed, Seller shall not file any amended Tax Return, settle any Tax claim or assessment, or surrender any right to claim a refund of Tax, if such action could have the effect of increasing Buyer Tax Liabilities. (ii) With respect to any settlement other Tax Return of any of the Companies, Buyer, the Companies and their duly appointed representatives shall have the sole right, at its expense, to supervise or otherwise coordinate any examination process and to negotiate, resolve, settle or contest any asserted Tax deficiencies or assert and prosecute any claims for refund. The foregoing notwithstanding, without the express written consent of Seller, which consent shall not be unreasonably withheld or delayed, neither Buyer nor any of the Companies shall file any amended Tax Return, settle any Tax claim or assessment, or surrender any right to claim a refund of Tax, if such action could have the effect of increasing Seller Tax Liabilities. (iii) Each party hereto shall, within thirty (30) days (unless action is required sooner, then as soon as practicable), notify the other of the assertion of any claim or the commencement of any suit, action, proceeding, investigation or audit with respect to the extent such proceedings settlement affects operations of the amount Company that is the subject of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails Section 3.06, and shall provide the other party with copies (subject to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard deletion of nonrelevant information) of all correspondence relating to such assessmentcontest.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers in writing of any Governmental Authority asserts a claim, makes an written notice of the commencement of any Action or proposed assessment or otherwise disputes Claim made against, or with respect to, the Purchaser or any of the Acquired Companies or Subsidiaries which (i) relates to a Pre-Closing Period or a Straddle Period of any Acquired Company or Subsidiary or (ii) if determined adversely to the taxpayer, could be grounds for indemnification under this Article VII (a “Tax Action”); provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VII except to the extent, if any, that, but for such failure, the Sellers could have avoided all or a portion of the Tax liability in question. (b) In the case of a Tax Action (other than a Tax Action that relates to a Straddle Period), provided that, and only to the extent that, the Sellers acknowledge in writing their liability under this Agreement to hold the Purchaser, the Acquired Companies and the Subsidiaries harmless against the amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding that relates to Pre-Closing Periods to the extent so provided under Section 7.01, inform the relevant Seller within ten business days, and the relevant Seller Sellers shall have the right right, at their expense, to control any resulting proceedings and the conduct of the Tax Action, provided that the Sellers shall keep the Purchaser informed as to determine whether and when to settle the progress of the Tax Action in a timely manner. The Purchaser may also, at its expense, participate in, but not control, any such claim, assessment or dispute Tax Action to the extent that it is related to a Stand-Alone Return or a Non-Income Tax Return and, if the Sellers do not assume the defense of a Tax Action, the Purchaser may defend the same in such proceedings or determinations affect manner as it may deem appropriate. In the amount case of Taxes for which such Seller may be liable under this Agreementa Tax Action that relates to a Straddle Period, except that the Purchaser shall have the right right, at its expense, to consentcontrol the Tax Action; the Sellers may also, at their expense, participate in, but not control, any such Tax Action and, if the Purchaser does not assume the defense of any such Tax Action, the Sellers may defend the same in such manner as they may deem appropriate. (c) In the event that there is a Tax Action that involves (i) the commencement of a tax examination or audit of one or more Pre-Closing Periods and either a Straddle Period and/or one or more Post-Closing Periods and (ii) the same type of Non-Income Tax (or Income Tax, if no Section 338(h)(10) Election was allowed by the relevant Governmental Authority or a Governmental Authority is challenging a Section 338(h)(10) Election) is at issue with respect to all such periods, then, the Sellers and the Purchaser may participate in the audit or examination and the audit or examination shall be jointly controlled by Sellers and Purchaser with respect to the Non-Income Tax (or Income Tax) at issue, provided, however, that at the point that it can be reasonably determined which party would have the burden of the greater portion of the sum of any proposed adjustments and any corresponding adjustments for such periods, then that party shall control the audit and examination (d) Notwithstanding anything to the contrary in this Section 7.04, with respect to any taxable period that begins before the Closing Date, neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any Tax Action which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent will may not be unreasonably withheld withheld, conditioned or delayed. The Purchaser and the Sellers agree to cooperate, and the Purchaser agrees to any settlement cause the Acquired Companies and the Subsidiaries to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTax Action.

Contests. Whenever (a) After the date of the Effective Time, Parent shall promptly notify the Equityholders’ Representative in writing of any Governmental Authority asserts written notice of a claimproposed adjustment or claim in an audit or administrative or judicial proceeding involving Parent or the Company or its Subsidiaries which, makes if determined adversely to the taxpayer, would be grounds for indemnification under Article IX; provided, however, that a failure to give such notice will not affect Parent's right to indemnification thereunder except to the extent, if any, that, but for such failure, the Equity Holders could have avoided the Tax liability in question. (b) In the case of an assessment audit or otherwise disputes administrative or judicial proceeding that relates to taxable periods ending on or before the date of the Effective Time, provided that the Equityholders’ Representative on behalf of all Equity Holders acknowledges in writing the Equity Holders’ liability under this Agreement to hold Parent and the Surviving Corporation and its Subsidiaries harmless against the full amount of Taxes any adjustment that may be made as a result of such audit or proceeding, and provided further that such audit or proceeding relates solely to a potential adjustment for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, Equityholders’ Representative has acknowledged the Equity Holders’ liability and the relevant Seller issue underlying the proposed adjustment if resolved would not materially prejudice the Surviving Corporation or its Subsidiaries from taking a contrary position for any period ending after the date of the Effective Time with respect to such recurring issue, the Equityholders’ Representative shall have the right at the Equity Holders’ expense to participate in and control any resulting proceedings and to determine whether and when to settle the conduct of such audit or proceeding. The Equityholders’ Representative shall keep Parent informed of the progress of any such claimaudit or proceeding, assessment and Parent also may participate in any such audit or dispute proceeding at its expense. If the Equityholders’ Representative does not assume the defense of any such audit or proceeding, Parent may defend the same in such manner as it may deem appropriate at its expense, including, but not limited to, settling such audit or proceeding. (c) With respect to the extent such proceedings an audit or determinations affect the amount of Taxes proceeding that relates to a potential adjustment for which such Seller the Equity Holders are liable and as to which the second proviso set forth in Section 10.3(b) is not satisfied, (i) the Equityholders’ Representative may be liable under this Agreementparticipate in the audit or proceeding at its expense provided that the first proviso set forth in Section 10.3(b) is satisfied, except that Purchaser shall have and (ii) the right to consent, which consent will not be unreasonably withheld audit or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations proceeding shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcontrolled by Parent.

Contests. Whenever If any Governmental Authority asserts issues to the Company a claimwritten notice of its intent to audit, makes examine or conduct a proceeding, a written notice of its determination of an objection to an assessment with respect to Taxes or otherwise disputes Tax Returns of the amount Company for a Pre-Closing Tax Period or a Straddle Period, or a written notice or inquiry with respect to any Taxes or the filing of Taxes a Tax Return for which Sellers are a Pre-Closing Tax Period or may be liable under this Agreementa Straddle Period (a “Tax Claim”), Purchaser shall, if informed Buyer shall notify Seller of its receipt of such an assertion, inform the relevant Seller Tax Claim within ten business days(10) Business Days following receipt, provided however, that the failure of the Buyer to notify Seller of its receipt of a Tax Claim within ten (10) Business Days shall not relieve the Seller from liability pursuant to Section 6.03(a) except to the extent the Seller is materially prejudiced as a consequence of such failure. Seller shall control any Tax Claim and any other matter with respect to a Pre-Closing Tax Period of the relevant Seller Company (a “Seller’s Tax Contest”), provided that Buyer, at its sole cost and expense, shall have the right to participate in any Seller’s Tax Contest that does not involve income Taxes and provided further that the Seller shall provide the Buyer with a copy of the final resolution of any Seller’s Tax Contest and any other information reasonably requested by Buyer concerning any Seller’s Tax Contest, provided that such requests relate solely to information of the Company. The Buyer shall control any resulting proceedings Tax Claim that is not a Seller’s Tax Contest (a “Buyer’s Tax Contest”), provided that Seller, at its sole cost and to determine whether and when to settle any such claimexpense, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will participate in any Buyer’s Tax Contest that relates to a Straddle Period Return. The party controlling a Tax Claim described in the preceding sentence shall not be unreasonably withheld or delayed, agree to any settle such Tax Claim if such settlement to the extent such proceedings or settlement materially could affect the amount Tax liability of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes other party without the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed written consent of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentother party, which consent shall not be unreasonably withheld withheld, conditioned or delayed, to provided that if any settlement to party (the extent such proceedings settlement affects “First Party”) shall reasonably withhold consent for a settlement, the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then other party (the Purchasers indemnification obligation “Second Party”) shall be null and void with regard entitled to enter into such assessmentsettlement without the consent of the First Party so long as the Second Party agrees to indemnify the First Party for any adverse Tax consequences suffered by the First Party as a result of such settlement.

Contests. Whenever (a) After the Closing, the Purchaser shall reasonably promptly after becoming aware notify the Company in writing of the commencement of any Governmental Authority asserts a claimTax audit or administrative or judicial proceeding and shall also separately notify the Company in writing of any demand or claim on the Purchaser which, makes an assessment if determined adversely to the taxpayer or otherwise disputes after the amount lapse of Taxes time would be grounds for which Sellers are or may be liable indemnification by the Company under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller Article VII. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to the Purchaser) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such proceedings asserted Tax liability. (b) The Company, promptly after receiving notice, may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or determinations affect the amount of Taxes for judicial proceeding involving any asserted liability with respect to which such Seller indemnity may be liable sought against the Company under this AgreementArticle VII (any such audit, except that claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "CONTEST"). If the Company elects to direct the Contest of an asserted Tax liability, the Purchaser shall have cooperate in all reasonable respects, at the right Company's expense, in each phase of such Contest. If the Company does not either reasonably promptly give notice to consentdirect the Contest or commence the direction of the Contest or if it contests its obligation to indemnify under Section 7.02, which the Purchaser may pay, compromise or contest, at its own expense, such asserted liability without waiving any of its rights to indemnification hereunder. However, in such case, the Purchaser may not settle or compromise any asserted liability over the objection of the Company; provided, however, that the Company's consent will to settlement or compromise shall not be unreasonably withheld or delayed. In any event, each of the Purchaser and the Company may participate, at their own expense, in the Contest. If the Company chooses to any settlement direct the Contest, the Purchaser shall promptly empower (by power of attorney and such other documentation as may be appropriate) such representatives of the Company as the Company may designate to represent the extent such proceedings Purchaser or settlement materially affect its successor in the amount of Taxes Contest insofar as the Contest involves an asserted Tax liability for which Purchaser may the Company would be liable under this Agreement. If Purchaser fails to provide such notice and such failure Article VII, PROVIDED that the Company shall materially prejudice a Sellernot, without the Purchaser's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, (x) agree to any settlement with respect to any Tax if such settlement would likely materially adversely affect the future Tax liability of the Purchaser for any periods ending after the Closing Date other than through the use of losses or credits arising in periods or portions thereof ending on or prior to the extent Closing Date or (y) agree to any settlement of such proceedings claim or cease to defend against such claim if, pursuant to or as a result of such settlement affects or cessation, injunctive or other equitable relief would be imposed against the Purchaser. If, with respect to any proposed settlement referred to in clause (x) of the previous sentence, the Company proposes in good faith to settle a claim, suit, action or proceeding with respect to any Tax, which settlement offer is accepted by the relevant taxing authority, the Purchaser may elect to continue to contest such claim, suit, action or proceeding; provided that notwithstanding how such matter is ultimately settled or decided, the liability of the Company with respect to such claim, suit, action or proceeding shall be no greater than the amount which would have been payable if the Purchaser had consented to the settlement proposed by the Company. (c) The Purchaser shall have the sole obligation and right to direct, at its own expense, a Contest regarding any Tax Return for any taxable period commencing after the Closing Date in the case of Taxes a Tax Return which is filed on a combined, consolidated, unitary or similar basis with the Purchaser; PROVIDED, HOWEVER, that the Purchaser shall advise and consult with the Company regarding the status of any such Contest that involves an asserted Tax liability for which Sellers are or may the Company would be liable under this Agreement. If Seller fails to provide Article VII and provided, further, that, Purchaser shall not, without the prior written consent of the Company (which shall not be unreasonably withheld or delayed) settle any such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentcontest.

Contests. Whenever any Governmental Authority taxing authority asserts a claim, makes an assessment or otherwise disputes or affects the amount Tax reporting position of Taxes the Company for which Sellers are or may be liable under this Agreementperiods ending prior to the Closing Date, Purchaser the Company shall, if informed promptly upon receipt by Purchaser or the Company of such an assertionnotice thereof, inform the relevant Seller within ten business daysStockholders, and the relevant Seller Stockholders shall have the right right, at their expense, to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute dispute, to the extent such proceedings or determinations affect the amount of Taxes with respect to which the Company and Purchaser are entitled to indemnification pursuant to Section 9.1, provided that the Stockholders shall not be entitled to settle any claim for which such Seller may be liable under this Agreement, except Taxes that Purchaser shall would have the right consequence of adversely affecting the liability for Taxes of the Company or its Subsidiaries for any period after the Closing Date to consentany extent (including, which but not limited to, the imposition of income tax deficiencies, reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods or the denial of amortization or depreciation deductions) without the prior written consent will of Purchaser. Such consent shall not be unreasonably withheld or delayed, to any settlement and shall not be necessary to the extent the Stockholders have indemnified Purchaser and the Company against the effects of any such settlement. Purchaser, the Company and their representatives may also participate in any such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessmentat their own expense. Whenever any Taxing Authority taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for with respect to which the Company and Purchaser is liable under are not entitled to indemnification pursuant to Section 9.1 because such Taxes are not covered by the indemnification provisions set forth in this Agreement Seller shall if informed of such an assertionAgreement, the Stockholders shall, promptly upon receiving notice thereof, inform Purchaser within 10 business days, and, in any case, Purchaser Purchaser. The Company shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement but only to the extent such proceedings settlement affects affect the amount of Taxes for which Sellers are the Company is not entitled to indemnification pursuant to Section 9.1. The Stockholders and their representatives may also participate in any such proceedings at their own expense. Purchaser shall not (and shall cause the Company not to) file or may amend any Tax Return with respect to periods ending on or prior to the Closing Date. Notwithstanding anything set forth herein, if a taxing authority requests an extension of the statute of limitations for assessment and the Stockholders control such proceeding, the extension shall not be liable under this Agreement. If Seller fails granted if the statute of limitations would be extended to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then a date after five years following the Purchasers indemnification obligation shall be null and void with regard to such assessmentClosing Date.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any Governmental Authority asserts demand or claim received by the Purchaser or the Company from any Tax authority or other party with respect to Taxes for which the Seller is liable pursuant to Section 7.1(a). Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 7.3, then (i) if the Seller (or its designee) is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, and the Seller is materially prejudiced as a claimresult, makes an assessment then the Purchaser shall have sole responsibility for such Tax liability or (ii) if the Seller (or its designee) is not precluded from contesting but such failure to give prompt notice results in a detriment to the Seller (or its designee), then any amount that the Seller is otherwise disputes required to pay to the Purchaser pursuant to Section 7.1 with respect to such liability shall be reduced by the amount of Taxes such detriment. (b) The Seller (or its designee) may elect to control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 7.1(a) (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If the Seller (or its designee) elects to control a Contest, it shall within 30 calendar days of receipt of the notice of asserted Tax liability notify the Purchaser shallof its intent to do so, if informed the Seller (or its designee) shall have all rights to settle, compromise and/or concede such asserted liability and the Purchaser shall cooperate and shall cause the Company or any of its successors to cooperate, at the reasonable expense of the Seller, in each phase of such an assertionContest; provided, inform however, that the relevant Seller within ten business days, and the relevant Seller shall have not, other than in good faith based on the right merits, enter into any compromise or settlement of such Contest that would result in any Tax detriment to the Purchaser or the Company. If the Seller elects not to control any resulting proceedings and the Contest, fails to determine whether and when notify the Purchaser of its election as herein provided or contests its obligation to settle any such claimindemnify under Section 7.1(a), assessment the Purchaser or dispute the Company may pay, compromise or contest, at its own expense (to be reimbursed by the Seller to the extent of reasonable third-party expenses), such proceedings asserted liability. However, in such case, neither the Purchaser nor the Company may settle or determinations affect compromise any asserted liability over the amount objection of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard ; provided, however, that consent to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment settlement or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld withheld. In any event, the Seller (or delayedits designee) may participate, at its own expense, in the Contest. If the Seller (or its designee) chooses to control the Contest, the Purchaser shall promptly empower and shall cause the Company or any settlement of its successors promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of the extent such proceedings settlement affects Seller (or its designee) as it may designate to represent the amount Purchaser, the Company or any of Taxes their successors in the Contest insofar as the Contest involves an asserted Tax liability for which Sellers are or may the Seller would be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 7.1(a).

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which The Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller their duly appointed representatives shall have the right exclusive authority to control any resulting proceedings audit or examination by any taxing authority, to initiate any claim for refund, to amend any Tax return and to determine whether contest, resolve and when to settle defend against any such claimassessment for additional Taxes, assessment or dispute to the extent such proceedings or determinations affect the amount other adjustment of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld of or delayed, relating to any settlement to liability of the extent such proceedings Target or settlement materially affect its Subsidiaries for Taxes reflected on any Tax returns covering any Pre-Closing Periods; PROVIDED, HOWEVER, that (a) neither the amount Sellers nor any of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmenttheir duly appointed representatives shall, then without the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes prior written consent of the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld withheld, file any claim for refund, amend any Tax return or delayedenter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of the Buyer or any of its Affiliates for any Tax period beginning after the Closing Date (a "POST-CLOSING PERIOD") or any portion of an Overlap Period beginning after the Closing Date, and (b) neither the Sellers nor any of their duly appointed shall, without the prior consent of the Buyer, which consent shall not unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that would increase any liability accruals for Taxes as of the Closing Date or would otherwise require payment by the Buyer of any amount under Section 9.3 unless the Sellers shall have agreed to indemnify the Buyer for payment of such Taxes. Buyer and its duly appointed representatives shall have the exclusive authority to control any audit or other proceeding relating to Taxes for any taxable year or other the Closing Date; PROVIDED, HOWEVER, that (a) neither Buyer, the Target nor any of their duly appointed representatives shall, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of the Sellers or any of their affiliates for any Pre-Closing Period or any portion of the Overlap Period ending on the Closing Date, and (b) neither Buyer, the Target nor any of their duly appointed representatives shall, without the prior consent of the Sellers, which consent shall not unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that would reduce any liability accruals for Taxes as of the Closing Date or would otherwise require payment by the Sellers of any amount under Section 9.3 unless Buyer shall have waived or caused to be waived for itself and the Target any right to indemnification for Taxes from the Sellers. The Sellers shall be entitled to any settlement Tax refund relating to the Target and its Subsidiaries to the extent such proceedings settlement affects Tax refund relates to any Pre-Closing Period or any portion of the amount of Taxes for Overlap Period ending on the Closing Date, unless such refund has been recorded as an Asset on the Closing Balance Sheet in which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation case Buyer shall be null and void with regard to such assessmententitled thereto.

Contests. Whenever (a) After the Closing Date, Purchaser shall promptly notify Seller, or Seller, CLAC, or FGWLA shall promptly notify Purchaser, in writing of any Governmental Authority asserts written notice of a claimproposed assessment, makes an assessment audit, examination or claim in a Tax Contest of or relating to Purchaser, Seller, the Seller Subsidiaries, the Transferred Assets or the Business which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article XII; provided , however , that a failure to give such notice will not affect the rights of a party to indemnification under this Agreement except to the extent, (i) if any, that, but for such failure, the Tax Indemnifying Party could have avoided all or a portion of the Tax liability in question or (ii) such failure otherwise disputes actually materially prejudices the amount Tax Indemnifying Party. (b) In the case of a Tax Contest that (i) relates to taxable periods ending on or before the Closing Date or (ii) relates to a liability for Taxes for which Sellers are Seller is reasonably likely to indemnify Purchaser or may be liable under the Seller Subsidiaries pursuant to this AgreementAgreement or the Ancillary Agreements, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in, control any resulting proceedings and the conduct of, and, subject to determine whether and when Purchaser’s consent pursuant to Section 12.04(c), settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Tax Contest. Purchaser shall control all other Tax Contests and have the right to consentparticipate in all Tax Contests (including with respect to which Seller possesses the right to control) which are reasonably likely to result in an adverse material effect to Purchaser, any Affiliate of Purchaser or the Seller Subsidiaries. (c) None of Purchaser, the Seller Subsidiaries or any Affiliate of either, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for any year without the written consent of the other party, which consent will may not be unreasonably withheld withheld, conditioned or delayed. Purchaser and Seller agree to reasonably cooperate, and Purchaser agrees to any settlement cause the Seller Subsidiaries to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andreasonably cooperate, in the defense against or compromise of any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTax Contest.

Contests. Whenever (a) If any Governmental Tax Authority asserts a claimTax Claim with respect to Wind River or any of its Subsidiaries, makes an assessment then the party first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or otherwise disputes parties; provided, however, that the amount failure of Taxes for which Sellers are or may be liable such party to give such prompt notice shall not relieve the other party of any of its obligations under this AgreementArticle 9, Purchaser shall, if informed 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 such an assertion, inform the relevant Seller within ten business days, and portion of any correspondence received from the relevant Seller Tax Authority. (b) The Trusts shall have the right to control, at their own expense, any audit, examination, contest, litigation or other proceeding with respect to Taxes by or against any Tax Authority (a "Tax Proceeding") in respect of Wind River or any of its Subsidiaries for any taxable period that ends on or before the Closing Date but only to the extent that such Tax Proceeding relates to a potential adjustment for which the Trusts have acknowledged in writing their liability under this Agreement to hold Cayman Purchaser, Wind River and its Subsidiaries harmless against the full amount of any adjustment that may be made as a result of such Tax Proceeding (or in the case of any taxable year that includes the Closing Date, against that portion of any adjustment allocable to the Pre-Closing Tax Period under Section 9.01(a)). If the Trusts do not expressly assume the defense of any such Tax Proceeding by providing Cayman Purchaser with written notice of the Trusts' intent to control any resulting proceedings and such Tax Proceeding within 45 days after first receiving notice of such Tax Proceeding, Cayman Purchaser may defend the same in such manner as it may deem appropriate; provided, that such 45-day period shall be extended for such additional period as may be reasonably necessary (but not to exceed an additional 45 days) in order to allow the Trusts to determine whether they should acknowledge liability as provided in this Section 9.05(b); and when to settle any provided further, that the Trusts shall reimburse Cayman Purchaser for its reasonable fees for attorneys and other outside consultants incurred during such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.additional

Contests. Whenever 23.1 After written notice to Landlord, Tenant may at its expense contest, by appropriate proceedings conducted in good faith and with due diligence (all such proceedings together with appeals therefrom being hereinafter referred to as "Contests") the amount, validity or application, in whole or in part, of any Governmental Authority asserts a Tax, mechanics' lien, encumbrance, charge or any other adverse claim for which Tenant is responsible under this Lease (hereinafter collectively "claims") provided that: 23.1.1 In the case of an unpaid claim, makes an assessment or otherwise disputes such Contest shall operate to suspend the amount collection of Taxes for which Sellers are or the same from Landlord and Tenant therein; 23.1.2 Such Contest shall not result in a default under, and shall be permitted by and conducted in accordance with all applicable provisions of, the First Mortgage; 23.1.3 Tenant shall have furnished such security, if any, as may be liable under this Agreementrequired in the proceedings or requested by the First Mortgagee; and 23.1.4 Neither the Property nor any part thereof nor any interest therein shall be, Purchaser shallin the reasonable opinion of Landlord, if informed in imminent danger of such an assertion, inform being forfeited or lost. 23.2 During the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle period Tenant carries forward any such claimContest in good faith, assessment Tenant shall be relieved from its obligations herein contained to pay the claims, or dispute to clear the liens with respect to which such contest is conducted. If and to the extent Tenant shall not prevail in any such proceedings or determinations affect Contest, Tenant shall immediately pay and discharge the amount of Taxes for which claim in question to such Seller extent. 23.3 All such Contests may be liable under this Agreementbrought by Tenant in the name of Tenant or, if reasonably necessary, in the name of Landlord or Tenant and Landlord, as may be appropriate. Each party agrees to cooperate with the other in such Contests, short of the payment of money with respect thereto, except that Purchaser shall have where this Lease otherwise requires payment. Each party will endorse such pleadings, checks and other documents as will be appropriate to carry out the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount purposes of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 23.3.

Contests. Whenever Tyler agrees to give written notice to the Shareholders’ Representative of the receipt of any Governmental Authority asserts a written notice by NWS or the Surviving Company, Tyler, or any of Tyler’s Affiliates which involves the assertion of any claim, makes or the commencement of any Proceeding, in respect of which an assessment or otherwise disputes the amount of Taxes for which Sellers are or indemnity may be liable under sought by Tyler pursuant to this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller ARTICLE VIII (a “Tax Claim”); provided that failure to comply with this provision shall have the not affect Tyler’s right to indemnification hereunder. Except as provided below, Tyler shall control the contest or resolution of any resulting proceedings and to determine whether and when to settle any such claimTax Claim; provided, assessment or dispute to however, that Tyler shall obtain the extent such proceedings or determinations affect prior written consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Shareholders’ Representative (which consent shall not be unreasonably withheld withheld, conditioned, or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim; and, then provided further, that the Purchasers indemnification obligation Shareholders’ Representative shall be null entitled to participate in the defense of such claim and void to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Shareholders’ Representative. The Shareholders’ Representative shall control any Tax Claim with regard respect to the federal income tax returns of NWS or with respect to any other Tax Return for which the Shareholders could have a liability pursuant to this ARTICLE VIII. Tyler shall be entitled to participate in the defense of any such assessmentTax Claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Tyler. The Shareholders’ Representative shall consult with Tyler before entering into any settlement of such claim or ceasing to defend such claim if the settlement or ceasing to defend such claim would result in a material increase in the Taxes of Tyler in a Tax period beginning after the Closing Date.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes (a) After the amount of Taxes for which Sellers are or may be liable under this AgreementClosing, Purchaser shallshall -------- promptly notify Seller in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on Purchaser or any Company which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform the relevant Seller within ten business days, and the relevant Seller would be grounds for indemnification under Section 7.01. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide give Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then (a) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss arising out of such notice asserted Tax liability, and (b) if Seller is not so precluded from contesting but such failure shall materially prejudice to give prompt notice results in a detriment to Seller's ability to defend such assessment, then the Seller's indemnification obligations any amount which Seller is otherwise required to pay Purchaser pursuant to Section 7.01 with respect to such liability shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes reduced by the amount of Taxes such detriment. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 7.01 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). If Seller elects to direct a Contest, it shall within 30 days of -------- receipt of the notice of asserted Tax liability notify Purchaser is liable under this Agreement of its intent to do so, and Purchaser shall cooperate and shall cause each Company to cooperate, at the expense of Seller, in each phase of such Contest. Seller shall if keep Purchaser informed regarding the progress but not any substantive aspect of any Contest which Seller has elected to direct. If Seller elects not to direct the Contest, fails to notify Purchaser of its election as herein provided or contests its obligation to indemnify under Section 7.01, Purchaser or the relevant Company may pay, compromise or contest, at its own expense, such an assertion, inform Purchaser within 10 business days, andasserted liability. However, in such case, neither Purchaser nor such Company may settle or compromise any caseasserted liability over the objection of Seller; provided, however, that consent to settlement or compromise shall not be -------- ------- unreasonably withheld. In any event, Seller may participate, at its own expense, in the Contest. If Seller chooses to direct the Contest, Purchaser shall have promptly empower and shall cause the right relevant Company promptly to control any resulting proceedings empower (by power of attorney and such other documentation as may be appropriate) such representatives of Seller as it may designate to determine whether represent Purchaser and when to settle any such claim, assessment or dispute, except that Sellers shall have Company in the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to Contest insofar as the extent such proceedings settlement affects the amount of Taxes Contest involves an asserted Tax liability for which Sellers are or may Seller would be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 7.01.

Contests. Whenever (a) After the Closing Date, the Purchaser shall promptly notify the Seller in writing of the commencement of any Governmental Authority asserts Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser or the Company which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by the Seller under Section 7.01 ("INDEMNIFICATION ITEM"). (b) In the case of a claim, makes Tax audit or administrative or judicial proceeding (or part thereof) ("PROCEEDING") that relates solely to an assessment or otherwise disputes the amount of Taxes Indemnification Item for which Sellers are or may be the Seller is exclusively liable under this AgreementSection 7.01 (a "CONTEST") , Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment or dispute Contest that relates solely to the extent such proceedings or determinations affect Indemnification Item; PROVIDED, HOWEVER, that the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have shall (i) obtain the right to consent, which Purchaser's written consent will not be unreasonably withheld or delayed, to any settlement advisors (including any law or accounting firm) retained by the Seller with respect to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in Contest regarding any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentIndemnification Item, which consent shall not be unreasonably withheld or delayed, and which consent is deemed to have been given for KPMG, LLP and its affiliates and any successor firms, and Shearman & Sterling and any successor firms, (ii) keep the Purchaser informed of the progress of any Contest, (iii) allow the Purchaser to review and comment on all materials to be submitted to any Governmental Authority in connection with any Contest, (iv) provide the Purchaser with reasonable notice in advance of all meetings, telephone conversations and other communications ("COMMUNICATIONS") with any 40 Governmental Authority in connection with any Contest, and allow Purchaser's representatives to participate in any Communications, and (v) not settle or compromise (or offer to settle or compromise) any Contest without the written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed. However, for any Contest that does not impact Taxes of the Purchaser, the LLC or their respective successors or Affiliates for periods after the Closing, the Purchaser will (a) not have any of the rights listed in subsections (i) through (v) above and (b) be deemed to have consented to any settlement or compromise proposal by the Seller. The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the Company to cooperate, in the defense against or compromise of any claim in any audit or proceeding, including, by executing appropriate powers of attorney empowering representatives of the Seller. Any expenses or fees incurred by the Purchaser in connection with the activities described in subsections (i) through (v) above shall not be payable or indemnified by Seller. (c) In the case of a Proceeding that relates to an issue where both the Seller and the Purchaser would reasonably be expected to have liability and the Purchaser's reasonably anticipated liability with respect to such issue exceeds the Seller's reasonably anticipated liability with respect to such issue, the Purchaser shall have the sole right, at its expense, to control the conduct of such Proceeding; PROVIDED, HOWEVER, that Seller shall have the same rights with respect to such Proceeding as are granted to the extent Purchaser with respect to a Contest pursuant to Section 7.03(b)(i) through (v) (except that the deemed consent to representation by Shearman & Sterling (and successors) in Section 7.03(b)(i) shall be replaced by deemed consent to representation by Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and affiliates (and successors)). (d) In the case of a Proceeding that relates to an issue where both the Seller and the Purchaser would reasonably be expected to have liability with respect to that issue and the Seller's reasonably anticipated liability with respect to such proceedings settlement affects issue exceeds the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void reasonably anticipated liability with regard respect to such assessmentissue, the Seller shall have the sole right, at its expense, to control the conduct of such Proceeding; PROVIDED, HOWEVER, that Purchaser shall have the same rights with respect to such Proceeding as are granted to the Purchaser with respect to a Contest pursuant to Section 7.03(b)(i) through (v).

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any tax matter that affects the Hotel Owner. Unless Purchaser has previously received written notice from Seller of the existence of such Contest, Purchaser shall give written notice to Seller of the existence of any Contest relating to a Tax matter arising in a period ending on or before the Closing Date within ten (10) days from the receipt by Purchaser of any written notice of such Contest, but no failure to give such notice shall relieve the Seller of any liability hereunder, except that any additional Taxes owing on account of such failure shall be payable by Purchaser. Unless Seller has previously received written notice from Purchaser of the existence of such Contest, Seller shall give written notice to Purchaser of the existence of any Contest for which Purchaser has responsibility within ten (10) days from the receipt by Seller of any written notice of such Contest. Purchaser, on the one hand, and Seller, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, Tax Returns, documents, files, other information (including working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files (excluding items (x) which are protected by attorney-client privilege or (z) to the extent the disclosure thereof would violate confidentiality obligations of Seller, Purchaser or any of their respective Affiliates). If Seller could be liable for any Tax resulting from such Contest, Seller shall, if informed of such an assertionat its election, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control represent the Hotel Owner’s interests in any resulting proceedings Contest relating to a Tax matter arising in a period ending on or before the Closing Date, to employ counsel of its choice at Seller’s expense and to determine whether and when to settle any control the conduct of such claimContest, assessment including settlement or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreementother disposition thereof; provided, except however, that Purchaser shall have the right to consentconsult with the Seller regarding any such Contest that may affect the Hotel Owner for any periods ending after the Closing Date at Purchaser’s own expense; and provided, further, that any settlement or other disposition of any such Contest, may only be with the consent of Purchaser, which consent will not be unreasonably withheld withheld, conditioned or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreement, Purchaser shalladministrative or judicial proceeding or of any demand or claim with respect to the Tax of the Company which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01. Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates or the Company) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then the Seller shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to Pre-Closing Periods (other than Straddle Periods), and the relevant Seller shall have the right sole right, at its expense, to control the conduct of such Contest; provided, that (i) the Seller shall keep the Purchaser reasonably informed regarding the progress and substantive aspects of such Contest and (ii) if the settlement or compromise of such Contest would be expected to materially increase the Taxes of the Purchaser or any resulting proceedings and of its Affiliates (including the Company) in a Post-Closing Period, (a) reasonable comments of the Purchaser or its advisers received by the Seller or its advisers with reasonable advance notice shall be incorporated in the documents to determine whether and when to settle any such claim, assessment or dispute be submitted in relation to the extent such proceedings Contest and (b) the Seller shall not settle or determinations affect compromise any asserted liability without the amount prior written consent of Taxes for which such the Purchaser (not to be unreasonably withheld, conditioned or delayed). (c) With respect to Straddle Periods (other than a Contest described in Section 7.03(d)), the Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, except that the Seller shall within ninety (90) days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall have cooperate and shall cause the right Company to consentfully cooperate, which consent will not be unreasonably withheld or delayedat the Seller’s expense, to any settlement to the extent in each phase of such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this AgreementContest. If the Seller elects not to direct the Contest, the Purchaser fails to or the Company may assume control of such Contest (at the Purchaser’s expense), and the Purchaser shall provide the Seller a timely and reasonably detailed summary of each phase of such notice and Contest. However, in such failure shall materially prejudice a Seller's ability to defend such assessmentcase, then none of the Purchaser or the Company may settle or compromise any asserted liability without prior written consent of the Seller's indemnification obligations shall be null and void with regard ; provided, however, that consent to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment settlement or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent compromise shall not be unreasonably withheld withheld. In any event, the Seller may participate, at its own expense, in the Contest. (d) Notwithstanding anything to the contrary in this Agreement, the Seller shall have the exclusive right to control in all respects, and neither the Purchaser nor any of its Affiliates shall be entitled to participate in, any Contest with respect to (i) any Tax Return of the Seller or delayedany of its Subsidiaries (other than the Company) and (ii) any Tax Return of a Seller Group. (e) The Purchaser and the Seller agree to cooperate, and the Purchaser agrees to cause the Company to cooperate, in the defense against or compromise of any claim in any Contest. (f) Notwithstanding anything to the contrary in this Agreement, this Section 7.03 shall control with respect to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentContest.

Contests. Whenever (a) After the Closing Date, the Buyer shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding involving the amount Company or any of Taxes its Subsidiaries which, if determined adversely to the Company or relevant Subsidiary, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle 7; provided, Purchaser shallhowever, that a failure to give such -------- ------- notice will not affect a Buyer Indemnified Person's right to indemnification hereunder except to the extent, if informed any, that, but for such failure, the Sellers could have avoided the Tax liability in question. (b) Except as provided in Section 7.3(c) below, in the case of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute to the extent such proceedings administrative or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except judicial proceeding that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, relates to any settlement to Pre-Closing Period, the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right at their own expense to consentcontrol the conduct of such audit or proceeding; provided -------- that within 30 days after the Sellers have received the written notice from the Buyer that is required under Section 7.3(a) above, and prior to taking any action with respect to such audit or administrative or judicial proceeding, the Sellers acknowledge in writing their joint liability under Section 7.3(b)(i) of this Agreement to hold any Buyer Indemnified Person harmless against the full amount of any adjustment which may be made as a result of such audit or proceeding that relates to the Pre-Closing Period (to the extent such amount exceeds the Closing Balance Sheet Tax Reserve after giving effect to all prior and concurrent payments made pursuant to Section 7.3(b)(i) of this Agreement to any Buyer Indemnified Person); provided, -------- further, that the Sellers may not agree to a settlement or compromise ------- to any such audit or proceeding that may reasonably be expected to have an adverse effect on the tax liability of the Company for a taxable period after the Closing Date without the prior written consent of the Buyer; provided, further, that if the Buyer does not consent to such -------- ------- settlement or compromise, the Sellers' liability to indemnify the Buyer as a result of such audit or proceeding shall be limited to the amount that the Sellers would have paid had the Buyer consented to such settlement or compromise. The Buyer also may participate in any such audit or proceeding at its own expense and, if the Sellers do not assume the defense of any such audit or proceeding, the Buyer may defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to any Buyer Indemnified Person's right to indemnification under this Article 7. (c) Notwithstanding subsection (a) above, any contest and/or settlement of any issue raised in an official inquiry, examination or proceeding that relates to the validity or effect of the Election will be conducted by the Buyer and the Company. (d) In the case of an audit or administrative or judicial proceeding that relates to the Interim Period, the Buyer shall have the right at its own expense to control the conduct of such audit or proceeding; provided that the Buyer may not agree to a settlement or -------- compromise in any such audit or proceeding without the prior written consent of the Seller's Representative (as defined in Section 12.5 below), which consent shall not be unreasonably withheld withheld. The Sellers also may participate in any such audit or delayedproceeding at their own expense and, to if the Buyer does not assume the defense of any settlement such audit or proceeding, the Sellers may defend the same at its own expense in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding, without any effect to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable Sellers' right to indemnification under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentArticle 7.

Contests. Whenever (i) After the Closing, the Buyer and the Beneficiaries (or their designee) shall promptly notify each other in writing of any Governmental Authority asserts a claimdemand or claim received by the Beneficiaries, makes an assessment Buyer or otherwise disputes the amount of Company from any Tax authority or other party with respect to Taxes for which Sellers the Beneficiaries are liable pursuant to Section 8.5(c)(i). Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. (ii) The Beneficiaries (or their designee) may elect to control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be liable sought under this AgreementSection 8.5(c)(i) (any such audit, Purchaser shallclaim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"), if informed other than any Contest relating to the Massachusetts Big S Tax. If the Beneficiaries (or their designee) elect to control such a Contest, they shall within 20 calendar days of such an assertion, inform receipt of the relevant Seller within ten business daysnotice of asserted Tax liability notify the Buyer of their intent to do so, and the relevant Seller Beneficiaries (or their designee) shall have all rights to settle, compromise and/or concede such asserted liability; PROVIDED, HOWEVER, that Buyer shall have the right to control consult with the Beneficiaries regarding any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations Contest that may affect the amount of Taxes Company for which such Seller may be liable under this Agreement, except any Post-Closing Period and PROVIDED FURTHER that Purchaser the Beneficiaries shall not have the right to consentsettle, which consent will not be unreasonably withheld or delayed, to compromise and/or concede any settlement to the extent such proceedings or settlement materially Contest that may affect the amount of Taxes Company for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Sellerany period after the Closing Date without Buyer's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to prior written consent, which consent shall not be unreasonably withheld withheld. If the Beneficiaries elect not to control such a Contest or delayedfail to notify Buyer of their election as herein provided, Buyer or the Company may pay, compromise or contest, at its own expense, subject to (i) reimbursement by the Beneficiaries for reasonable third party expenses and (ii) the Beneficiaries' indemnification obligations under Section 8.5(c)(i); provided, however, that (A) the Beneficiaries shall have the right to consult with Buyer regarding any settlement Contest that may affect the Beneficiaries or the Trust for any Pre-Closing Period or with respect to which the extent such proceedings settlement affects Beneficiaries or the amount of Taxes for which Sellers are or Trust may be liable owe indemnification under this Agreement, and (B) Buyer shall not have the right to settle, compromise and/or concede any such Contest without the Beneficiaries' prior written consent, which consent shall not be unreasonably withheld. If Seller fails Buyer shall have the sole right to provide such notice represent the Company in any other Contest. (iii) In the event that the Beneficiaries or any of their Affiliates shall after the Closing take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by the Beneficiaries or any of their Affiliates in any filing, settlement or agreement made by the Beneficiaries prior to the Closing and such failure materially prejudices Purchaser's ability inconsistent position (i) requires the payment by Buyer of more Tax than would have been required to defend be paid had such assessmentposition not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the assets or properties of the Company or (iii) accelerates the time at which any Tax must be paid by Buyer, then the Purchasers indemnification obligation Beneficiary, in each such case, shall be null provide timely and void reasonable notice to Buyer of such position and shall indemnify Buyer and hold it harmless from any Tax liability or Tax cost or any Loss arising from, in connection with regard or otherwise with respect to such assessmentposition.

Contests. Whenever (i) After the Closing Date, the Purchaser shall, or shall cause the Purchased Subsidiary to, notify the Sellers in writing promptly upon the commencement of any Governmental Tax audit or administrative or judicial proceeding or the receipt by the Purchaser or the Purchased Subsidiary of any request issued by any Taxation Authority asserts for documents in connection with Taxes which are the subject of the indemnities provided for in Section 5.11(a) (but in any event within no later than ten (10) Business Days of such receipt by the Purchaser or the Purchased Subsidiary) which, could give rise to a claimSellers’ liability under Section 5.11, makes provided the giving of such notice will not be a condition precedent to the liability of the Sellers under this Section 5.11, and shall also separately notify the Sellers in writing of any proposed or final demand or claim on the Purchaser or the Purchased Subsidiary which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by the Tax Indemnifying Parties under Section 5.11(a). Each such notice shall contain factual information (to the extent known to the Purchaser or the Purchased Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority in respect of any such asserted Tax liability. (ii) If the Purchaser or the Purchased Subsidiary fail to give the Sellers prompt notice of an assessment asserted Tax liability as required by Section 5.11(h)(i) and if the Sellers are precluded by such failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, the Sellers shall not have any obligation to indemnify for any loss or damage arising out of such asserted Tax liability, and (ii) if the Sellers are not so precluded from contesting but such failure to give prompt notice results in additional liabilities, expenses or other detriment to the Sellers, then any amount which the Sellers otherwise disputes are required to pay to the Purchaser or the Purchased Subsidiary pursuant to this Section 5.11 with respect to such liability shall be reduced by the amount of Taxes such detriment; provided however, that such detriment is duly substantiated by the Sellers. (iii) The Sellers may direct, through counsel of their own choosing and at their own expense, any audit, claim for refund and administrative or judicial proceeding to the extent it involves any asserted liability with respect to which indemnity by the Sellers may be sought under this Section 5.11 (any such audit, claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a “Contest”). If the Sellers choose to direct the Contest, the Purchaser or the Purchased Subsidiary, as applicable, shall promptly empower (by power of attorney and such other documentation as may be appropriate) such of Sellers’ representatives as Sellers may designate to represent the Purchaser or the Purchased Subsidiary insofar as the Contest involves an asserted Tax liability for which the Sellers are or may would be liable under this AgreementSection 5.11. (iv) The Sellers shall consult with respect to, Purchaser shalland a reasonable amount of time in advance of, if informed the settlement of such an assertion, inform any Contest controlled by the relevant Seller within ten business daysSellers pursuant to this paragraph, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to Sellers may not settle any such claimContest or transmit any material communication (whether oral, assessment in writing or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, otherwise) to any settlement to the extent Taxation Authority in connection with such proceedings Contest, or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever transmit any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andmaterial communication (whether oral, in writing or otherwise) to any caseTaxation Authority in connection with such Contest, without the prior written consent of the Purchaser shall have or the right to control any resulting proceedings and to determine whether and when to settle any such claimPurchased Subsidiary, assessment or dispute, except that Sellers shall have the right to consent, as applicable (which consent shall not be unreasonably withheld or delayed). (v) If the Sellers elect not to direct the Contest, the Purchaser or the Purchased Subsidiary, as the case may be, may pay, compromise or contest such asserted liability as it sees fit, and shall be reimbursed by the Sellers for reasonable costs of outside tax advisors and related professionals and reasonable out of pocket costs (for all of which appropriate supporting documentation shall be provided) incurred in connection with a Tax liability ultimately determined to be indemnifiable by the Sellers hereunder. (vi) The Sellers and Purchaser shall cooperate in respect of any Contest. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by Taxation Authorities. The Sellers and the Purchaser will make themselves (and their respective employees) available, on a mutually convenient basis, to provide explanations of any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are documents or may be liable information provided under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentSection 5.11.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller The Signing Stockholders shall have right, but not the right obligation, at the Signing Stockholders' expense, to control any resulting proceedings audit or examination by any Taxing authority of any Sellers' Tax Return and to determine whether contest, resolve and when defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment to settle Taxes relating to any such claimof the Sellers' Tax Returns, assessment or dispute to the extent such proceedings matter gives rise to, or determinations affect reasonably could be expected to give rise to, an indemnification obligation on the amount part of Taxes for which such Seller may be liable the Signing Stockholders under this AgreementSection 8.2 or Section 8.3 (collectively, except the "Sellers' Tax Matters"); provided, however, that Purchaser the Signing Stockholders shall not settle or prosecute any Tax claim in a manner that would have an adverse effect on the right to consentCompany, which Haemonetics, or their affiliates without the prior written consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentHaemonetics, which consent shall not be unreasonably withheld or delayed. Haemonetics and its duly appointed representatives shall have the right to participate, to at Haemonetics' expense, in the defense of any settlement to such Sellers' Tax Matters if Haemonetics or the extent such proceedings settlement affects the amount of Taxes for which Sellers are or Company may be liable under this Agreementadversely affected thereby. If Seller fails requested by the Signing Stockholders, the Company shall execute suitable powers of attorney in favor of the Signing Stockholders or their representatives permitting them to provide represent the Company with respect to such notice Sellers' Tax Matters. If the Signing Stockholders elect not to control, contest, resolve or defend as aforesaid, Haemonetics and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation Company shall be null and void with regard entitled to such assessmentdo so, provided, however, that neither Haemonetics nor the Company shall settle or otherwise resolve any Sellers' Tax Matters without the prior written consent of the Signing Stockholders, which consent shall not be unreasonably withheld or delayed.

Contests. Whenever The Purchaser shall promptly notify the Sellers in writing upon receipt by the Purchaser or any Governmental Authority asserts a claimof its Affiliates of notice of any pending or threatened Tax audits, makes an assessment examinations or otherwise disputes the amount of Taxes assessments which may affect any Tax liability for which the Sellers are liable or may be liable under has an indemnification obligation, provided that failure to comply with this Agreement, Purchaser shall, if informed of such an assertion, inform provision shall not affect the relevant Seller within ten business days, and the relevant Seller shall have the Purchaser’s right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment payment or dispute indemnification hereunder except to the extent such proceedings or determinations affect failure impairs the Sellers’ ability to contest any such Tax liabilities. Such notice shall state the amount of Taxes for the claim, if known, and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such Seller may be liable under this Agreementclaim is based, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementall with reasonable particularity. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that The Sellers shall have the sole right to consent(i) control and conduct any such Tax audit or administrative or court proceeding relating to a Pre-Closing Tax Period that has no effect on a subsequent period (and if any such Tax audit or administrative or court proceeding has an effect on a subsequent period, the Purchaser and the Sellers shall jointly control such Tax audit or administrative or court proceeding), (ii) to employ counsel of its choice at its expense, and (iii) settle, either administratively or after the commencement of litigation, any such Tax audit or administrative or court proceeding; provided, however, that the Sellers shall not compromise or settle any such Tax audit or administrative or court proceeding if such compromise or settlement could reasonably be expected to increase the Tax liability of the Purchaser or any of its Affiliates in a tax period that begins after the Closing Date without obtaining the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, withheld. With respect to any settlement Tax audit or similar proceeding relating to a Straddle Period, the extent Purchaser and the Sellers shall jointly control such proceedings settlement affects audit or similar proceeding. Neither the amount Purchaser nor any of Taxes for its Affiliates may agree to settle any tax claim which the Sellers are responsible for or may which settlement could reasonably be liable under this Agreement. If Seller fails expected to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentincrease the Tax liability of the Sellers (or its beneficial owners) in respect of any Pre-Closing Tax Period or Straddle Period without the prior written consent of the Sellers, then the Purchasers indemnification obligation which consent shall not be null and void with regard to such assessmentunreasonably withheld.

Contests. Whenever (a) After the Closing, Buyer shall promptly notify Seller in writing of the commencement of any Governmental Tax Claim on Buyer or its Affiliates (including the members of the Company Group after the Closing) which, if determined adversely to the taxpayer or after the lapse of time could be grounds for indemnification by Seller under Section 6.2. Such notice shall contain factual information (to the extent known to Buyer) describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority asserts a claimin respect of any such asserted Tax Liability. If Buyer fails to give Seller prompt notice of an asserted Tax Liability as required by this Section 7.5, makes an assessment or then (i) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax Liability in both the administrative and judicial forums, then Seller shall not have any obligation to indemnify for any loss arising out of such asserted Tax Liability, and (ii) if Seller is not so precluded from contesting but such failure to give prompt notice results in actual prejudice to Seller, then any amount which Seller is otherwise disputes required to pay Buyer pursuant to Section 6.2 with respect to such Liability shall be reduced by the amount of Taxes for such actual prejudice. (b) Seller may elect to direct, through counsel of its own choosing and at its own expense, any Claim involving any asserted Tax Liability with respect to which Sellers are or indemnity may be liable sought from Seller under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle Section 6.2 (any such claimaudit, assessment claim for refund or dispute proceeding relating to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right an asserted Tax Liability are referred to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice herein collectively as a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement“Contest”). If Seller elects to direct the Contest of an asserted Tax Liability, it shall within 30 calendar days of receipt of the notice of asserted Tax Liability notify Buyer of Seller’s intent to do so, and Buyer shall, and shall cause each of its Affiliates (including the members of the Company Group after the Closing) to, cooperate in each phase of such Contest. If Seller elects not to direct the Contest or fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessmentnotify Buyer of its election as herein provided, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.Buyer may pay or compromise such

Contests. Whenever Parent agrees to give prompt written notice to Shareholder Representative of the receipt of any Governmental Authority asserts a notice by the Company, Parent or any Affiliates thereof which involves the assertion of any claim, makes an assessment or otherwise disputes the amount commencement of any Action with respect to Taxes (A) for which Sellers are the Shareholders could have an indemnification obligation under Section 8.2 or may be liable under (B) which relates to a Pre-Closing Tax Period or Straddle Period of the Company (a “Tax Claim”); provided, that failure to comply with this Agreementprovision shall not affect Parent Indemnitees’ right to indemnification hereunder, Purchaser shall, if informed except to the extent that the Shareholder Representatives or the Shareholders forfeit rights or defenses by reason of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller failure. Shareholder Representative shall have the right to control the contest or resolution of any resulting proceedings and Tax Claim that relates to determine whether and when to settle a Pre-Closing Tax Period (including any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, Tax Claim with respect to any settlement to income Tax Return filed by Company as a Subchapter S corporation) by notifying Parent in writing, within thirty (30) days of the extent such proceedings or settlement materially affect the amount receipt of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed notification of such an assertionTax Claim from Parent, inform Purchaser within 10 business daysthat the Shareholder Representative will assume the defense of such Tax Claim, andprovided, in any casehowever, Purchaser that the Shareholder Representative shall have obtain the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, prior written consent of Parent (which consent shall not be unreasonably withheld or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a Tax Claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentTax Claim; and, then the Purchasers indemnification obligation provided further, that Parent shall be null entitled to participate in (but not control) the defense of such Tax Claim and void with regard to employ counsel of its choice for such assessmentpurpose, the fees and expenses of which separate counsel shall be borne solely by Parent. Parent shall control the contest or resolution of all other Tax Claims (including any Tax Claims that the Shareholder Representative has not assumed the defense thereof); provided, however, that Parent shall obtain the prior written consent of Shareholder Representative (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that Shareholder Representative shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Shareholder Representative. Notwithstanding the foregoing and anything to the contrary herein, the Shareholder Representative shall control the contest or resolution of a Tax litigation currently pending in the United States Tax Court (Docket Nos. 11565-15, 28033-15, 28077-15, 28095-15, 28422-15, 28423-15 and 28435-15) (“Tax Litigation”), provided, however, that the Shareholder Representative shall obtain the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a Tax Litigation or ceasing to defend such Tax Litigation, and, provided further, that Parent shall be entitled to participate in (but not control) the defense of such Tax Litigation and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Parent.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VII; provided, however, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Agreement except to the extent, if any, that, but for such failure, the Seller could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that the Seller acknowledges in writing its responsibility under this Agreement to hold the Purchaser harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any taxable year that includes the Closing Date, against an assertionadjustment allocable under Section 7.01(b) to the portion of such year ending on or before the Closing Date), inform the relevant Seller within ten business days, and the relevant Seller shall have the right at its expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential adjustment for which the Seller has acknowledged its liability; the Purchaser also may participate in any such audit or proceeding and, if the Seller does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Seller setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Seller has acknowledged its liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both the Seller (as evidenced by its acknowledgment under this Section 7.04) and the Purchaser could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by the Purchaser and the Seller. (d) Neither the Purchaser nor the Seller shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld withheld. The Purchaser and the Seller agree to cooperate in the defense against or delayed, to compromise of any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, claim in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers’ Representative in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser or any Company or Subsidiary which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VI; provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VI except to the extent, if any, that, but for such failure, the Sellers could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to taxable periods ending on or before the Closing Date, provided that, and only to the extent that, the Sellers acknowledge in writing their liability under this Agreement to hold the Purchaser, the Companies and the Subsidiaries harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding, inform the relevant Seller within ten business days, and the relevant Seller Sellers’ Representative shall have the right at his expense to participate in and control the conduct of such audit or proceeding; the Purchaser also may participate in any such audit or proceeding at its own expense and, if the Sellers’ Representative does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after fifteen days prior written notice to the Sellers’ Representative setting forth the terms and conditions of settlement. Notwithstanding anything to the contrary contained in Section 7.05, in the event that issues relating to a potential adjustment for which the Sellers have acknowledged liability are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control any resulting proceedings and the audit or proceeding with respect to determine whether and when the latter issues; provided, however, that the Purchaser shall not have the right to settle any such claim, assessment or dispute to matter without the extent such proceedings or determinations affect consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentSellers’ Representative, which consent shall not be unreasonably withheld withheld. (c) Notwithstanding anything to the contrary contained in Section 6.04, with respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by their written acknowledgement under this Section 6.04) and the Purchaser or delayedany Company or Subsidiary could be liable, (i) both the Sellers’ Representative and the Purchaser may participate in the audit or proceeding; (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods; and (iii) the controlling party shall not settle any such matter without the consent of the non-controlling party (which consent shall not be unreasonably withheld). The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Sellers’ Representative. (d) With respect to any settlement Tax audit or proceeding for a taxable period that begins before the Closing Date, neither the Purchaser nor the Sellers’ Representative shall enter into any compromise or agree to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard settle any claim pursuant to such assessmentaudit or proceeding which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser and the Sellers’ Representative agree to cooperate, and the Purchaser agrees to cause the Companies and the Subsidiaries to cooperate, in the defense against or compromise of any claim in any such audit or proceeding.

Contests. Whenever ▇▇▇▇▇▇ agrees to give written notice to ▇▇▇▇▇, and ▇▇▇▇▇ agrees to give written notice to ▇▇▇▇▇▇, of the receipt of any Governmental Authority asserts a written notice which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment or otherwise disputes indemnity relating to any Tax may be sought by Buyer from Seller pursuant to this Agreement (a “Tax Claim”); provided, that failure to comply with this provision shall not affect ▇▇▇▇▇’s right to indemnification hereunder. Seller may, at the amount Seller’s cost and expense, participate in and, upon written notice to Buyer (a “Defense Notice”), assume the defense of Taxes any Action relating solely to a Tax Claim, provided that (i) Seller provides such written notice within ten (10) days after becoming aware of the commencement of any Tax Claim, (ii) the defense of such Tax Claim can be conducted separately from the defense of any Action for which Sellers are or may be liable under Seller is not responsible pursuant to this Agreement, Purchaser shall(iii) counsel engaged by Seller is reasonably acceptable to Buyer, if (iv) Seller shall thereafter regularly consult with Buyer and keep Buyer informed of any material developments with respect to such an assertionTax Claim and (v) Seller shall not, inform the relevant without Buyer’s prior written consent (not to be unreasonably withheld, delayed or conditioned), agree to any settlement, or appeal any adverse determination, with respect to any Tax Claim (each such Tax Claim assumed by Seller, a “Seller within ten business daysTax Claim,” and any other Tax Claim, and the relevant Seller a “Buyer Tax Claim”). Buyer shall have the right (but not the duty) to control participate in the defense of any resulting proceedings Seller Tax Claim and to determine whether and when to settle any such claimemploy counsel, assessment or dispute to at its own expense, separate from the extent such proceedings or determinations affect the amount of Taxes for which counsel employed by Seller in such Seller may be liable under this AgreementTax Claim. Buyer shall retain the defense over any Buyer Tax Claim, except provided that Purchaser (i) Buyer shall have provide written notice within ten (10) days after becoming aware of the right to consent, which consent will not be unreasonably withheld or delayed, to commencement of any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.Buyer Tax Claim,

Contests. Whenever any Governmental Authority asserts a claim(a) After the Closing, makes an the Purchaser shall promptly notify the Seller in writing of the proposed assessment or otherwise disputes the amount commencement of Taxes for which Sellers are any Tax audit or may be liable under this Agreementadministrative or judicial proceeding or of any demand or claim on the Purchaser, Purchaser shallits Affiliates, the Company or any Subsidiary which, if informed determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Seller under Section 7.01. Such notice shall contain factual information (to the extent known to the Purchaser, its Affiliates, the Company or any Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 7.03, then the Seller shall not have any obligation to indemnify for any loss arising out of such an assertionasserted Tax liability, inform but only to the relevant Seller within ten business daysextent that failure to give such notice results in a detriment to the Seller. (b) In the case of a Tax audit or administrative or judicial proceeding (a "Contest") that relates to taxable periods ending on or before the date of the Closing, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and the conduct of such Contest, provided that, with respect to determine whether and when to settle any such claim, assessment or dispute Contests that relate solely to the extent such proceedings Company and the Subsidiaries, the Seller may not settle or determinations compromise any asserted liability that would materially adversely affect the amount liability for Taxes of Taxes for which such Seller may be liable under this Agreement, except that the Purchaser shall have pursuant to Section 7.01(a) without the right to consent, which prior written consent will not be unreasonably withheld or delayed, to any settlement to of the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentPurchaser, which consent shall not be unreasonably withheld or delayedwithheld. (c) With respect to Straddle Periods, the Seller may elect to direct and control, through counsel of its own choosing, any settlement Contest involving any asserted Tax liability with respect to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or indemnity may be liable under this Agreementsought from the Seller pursuant to Section 7.01. If the Seller fails elects to provide direct a Contest, the Seller shall within 90 calendar days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause the Company and the Subsidiaries to fully cooperate, at the Seller's expense, in each phase of such notice and Contest; provided, that the Purchaser may participate at its own expense, in the Contest and, provided, further, that the Seller may not settle or compromise any asserted liability that would adversely affect the liability for Taxes of the Purchaser pursuant to Section 7.01(a) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. If the Seller elects not to direct the Contest, the Purchaser, the Company or any Subsidiary may assume control of such failure materially prejudices Contest (at the Purchaser's ability own expense). However, in such case, none of the Purchaser, the Company or any Subsidiary may settle or compromise any asserted liability without prior written consent of the Seller; provided, however, that consent to defend such assessmentsettlement or compromise shall not be unreasonably withheld. In any event, then the Purchasers indemnification obligation shall be null Seller may participate, at its own expense, in the Contest. (d) The Purchaser and void with regard the Seller agree to such assessmentcooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in the defense against or compromise of any claim in any Contest.

Contests. Whenever (a) After the Closing, Purchaser shall promptly notify Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of Purchaser or the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this ARTICLE IX; PROVIDED, HOWEVER, that the failure to give such notice will not affect Purchaser's right to indemnification under this ARTICLE IX except to the extent, if any, that Purchaser's failure to so notify Sellers precludes Sellers from contesting the Tax in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, PROVIDED that Sellers acknowledge in writing their liability under this Agreement to hold Purchaser and the Company harmless against the full amount of any adjustment which may be made as a result of such audit or proceeding and, PROVIDED FURTHER, that such audit or proceeding relates only to Taxes for which Sellers are or may be liable under this Agreementliable, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller Sellers shall have the right at their expense to participate in and control any resulting proceedings and to determine whether and when to settle the conduct of such audit or proceeding; Purchaser also may participate in any such claimaudit or proceeding and, assessment if Sellers do not assume the defense of any such audit or dispute proceeding or if Sellers assume such defense but do not diligently conduct such contest, Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after five (5) Business Days prior written notice to Sellers setting forth the extent such proceedings or determinations affect terms and conditions of settlement. In the amount of Taxes event that issues relating to a potential adjustment for which such Seller may Sellers have acknowledged their liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential adjustment for which Purchaser would be liable, except that Purchaser shall have the right right, at its expense, to consentcontrol the audit proceeding with respect to the latter issues. (c) With respect to issues relating to a potential adjustment for which both Sellers (as evidenced by their acknowledgement under SECTION 9.04) and Purchaser or the Company could be liable, (i) each party may participate in the audit or proceedings, and (ii) the audit or proceedings shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this ARTICLE IX by Purchaser and Sellers. (d) Neither Purchaser nor Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld or delayed. Purchaser and Sellers shall cooperate, and Purchaser shall cause the Company to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control claim in any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever In respect of the indemnification provided under Section 11.1(a), promptly after receipt by an Indemnitee of notice of any Governmental Authority asserts pending or threatened Claim, such Indemnitee shall, if a claimclaim for indemnification in respect thereof is to be made against Lessee give written notice thereof to Lessee; provided that the failure to provide such prompt notice shall not limit Lessee's obligations or prejudice any rights of such Indemnitee under Section 11.1(a) with respect to such Claim, makes an assessment except to the extent that such failure to provide prompt notice adversely affects Lessee's indemnification obligations hereunder. So long as no Lease Event of Default is continuing, Lessee at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee's rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within 30 days following receipt of Indemnitee's notice of the Claim, or otherwise disputes in the case of a third party claim which requires a shorter time for response then within such shorter period as specified in the Indemnitee's notice of Claim; provided that such Indemnitee has given Lessee notice thereof. If Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee's rights hereunder and with no further obligation to inform Lessee of the status of the Claim and no right of Lessee to approve or disapprove any actions taken in connection therewith by the Indemnitee. If Lessee shall have elected to assume the defense of any such Claim, then upon the request of Lessee, the Indemnitee requesting payment of indemnity under Section 11.1(a) shall promptly furnish Lessee with copies of any records or documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of Taxes for the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 11.1(a), Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which Sellers are or may be liable under this Agreementsuch indemnity has been paid. If Lessee shall have elected to assume the defense of any such Claim, Purchaser upon the written request at any time and from time to time of Lessee, Indemnitee shall, if informed at the expense of Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist Lessee in the preservation and enforcement against third parties of Lessee's right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the defense thereof, but the fees and expenses of such an assertion, inform counsel shall be at the relevant Seller within ten business days, and expense of the relevant Seller Indemnitee unless the Indemnitee shall have been advised by its counsel that a conflict of interest exists in Lessee's counsel's representations of the right to control any resulting proceedings Indemnitee and to determine whether Lessee, in which case the fees and when to settle any expenses of such claim, assessment or dispute to Indemnitee's counsel shall be for the extent such proceedings or determinations affect the amount account of Taxes for which such Seller may Lessee. All fees and expenses shall be liable under this Agreement, except that Purchaser paid periodically as incurred. So long as no Lease Event of Default shall have the right to consentoccurred and be continuing, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent Lessee shall not be liable for any LSI Logic Corporation Lease A settlement of any such Claim effected without its consent unless Lessee shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Claim and enter into any good faith settlement thereof without the prior written consent of Lessee. Lessee shall not, without the prior written consent (not to be unreasonably withheld or delayedwithheld) of the Indemnitee, to effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the extent such proceedings settlement affects the amount prosecution of Taxes for which Sellers are any claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentlawsuit against any third party.

Contests. Whenever Parent agrees to give prompt written notice to Shareholder Representative of the receipt of any Governmental Authority asserts a written notice by the Company, PTC, Parent or any of Parent’s Affiliates which involves the assertion of any claim, makes the commencement of any Action, proposed adjustment, assessment, audit, examination or other administrative or court proceeding in respect of which an assessment or otherwise disputes indemnity may be sought by Parent pursuant to Article VIII (a “Tax Claim”) and shall describe in reasonable detail (to the extent known by Parent) the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), provided, however, that the failure or delay to so notify Shareholder Representative shall not relieve Shareholders of any obligation or liability that Shareholders may have to Buyer except to the extent that Shareholders were prejudiced thereby. Solely with respect to Tax Claims for income Taxes for which Sellers are a Pre-Closing Tax Period payable by the Shareholders under applicable Tax laws, excluding, for the avoidance of doubt, any Tax Claims relating to entity level Taxes of the Company or PTC, the Shareholder Representative (a) shall assume and control the defense of such Tax Claim, (b) shall bear its own costs and expenses, (c) shall be entitled to engage its own counsel, and (e) may (i) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Governmental Authority, (ii) either cause payment of the Tax claimed or sue for refund where applicable Law permits such refund suit, or (iii) contest, settle or compromise the Tax Claim in any permissible manner, provided, however, that the Shareholder Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Claim without the prior written consent of Parent (such consent not to be liable under this Agreementunreasonably withheld, Purchaser shalldelayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Surviving Corporation, if Parent or any of Parent’s Affiliates for any Tax period ending after the Closing Date. With respect to a Tax Claim controlled by the Shareholder Representative, the Shareholder Representative shall (a) keep Parent reasonably informed of all material developments and events relating to such an assertion, inform the relevant Seller within ten business daysTax Claim (including promptly forwarding copies to Parent of any related correspondence, and shall provide Parent with an opportunity to review and comment on any material correspondence before Shareholder Representative sends such correspondence to any taxing authority), (b) consult with Parent in connection with the relevant Seller defense or prosecution of any such Tax Claim, and (c) provide such cooperation and information as Parent shall reasonably request, and Parent shall have the right to participate, at its own expense, in (but not control) the defense of such Tax Claim (including participating in any discussions with the applicable taxing authorities regarding such Tax Claim). Parent shall control the contest or resolution of any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Tax Claim not controlled by the Shareholder Representative pursuant to the extent such proceedings or determinations affect preceding two sentences; provided, however, that Parent shall obtain the amount prior written consent of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Shareholder Representative (which consent shall not be unreasonably conditioned, withheld or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim; and, then the Purchasers indemnification obligation provided further, that Shareholder Representative shall be null entitled to participate in (including participating in any discussions with the applicable taxing authorities regarding such Tax Claim) the defense of such claim and void with regard to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne by Shareholder Representative and not Parent and in connection therewith Parent shall provide such cooperation and information as Shareholder Representative shall reasonably request and in addition Parent shall keep Shareholder Representative reasonably informed of all material developments and events relating to such assessmentTax Claim (including promptly forwarding copies to Shareholder Representative of any related correspondence, and shall provide Shareholder Representative with an opportunity to review and comment on any material correspondence before ▇▇▇▇▇▇ sends such correspondence to any taxing authority), and consult with Shareholder Representative in connection with the defense or prosecution of any such Tax Claim.

Contests. Whenever Notwithstanding anything to the contrary contained in this Agreement: (a) After the Closing Date, Purchaser shall notify Seller in writing within ten (10) days of the date a claim is made or threatened in writing by any Governmental Taxing Authority asserts that, if successful, may reasonably result in an indemnity payment by Seller under Section 10.4 (a claim"Tax Claim"). Such notice shall contain factual information describing in reasonable detail the nature and basis of such claim and the amount thereof, makes an assessment to the extent known, and shall include copies of any notice or otherwise disputes other document received from any Taxing Authority in respect of any such asserted Tax liability. Failure by Purchaser to give such notice to the Seller shall not relieve the Seller of any liability that it may have on account of its indemnification obligation under this Article X, except to the extent that the Seller is materially and adversely prejudiced thereby in the defense of such Tax Claim; provided, however, that irrespective of whether the Seller is materially or adversely prejudiced, Seller shall be permitted to reduce any liability it may have on account of its indemnification obligation under this Article X by the amount of Taxes for which Sellers Seller's actual, out-of-pocket monetary damages that are or may be liable under caused by the Purchaser's failure to timely give the notice required pursuant to this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Section 10.7(a). (b) Seller within ten business days, and the relevant Seller shall will have the right, at its option, upon timely notice to Purchaser, to assume at its own expense control of any audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of RSUI for a Straddle Period, which as described below, the parties shall jointly control) with its own counsel, provided that Seller's notice acknowledges Seller's indemnification liability for such claim. Seller's right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by Seller or for which Seller would be liable pursuant to Section 10.4. Costs of defending or contesting such Tax Claims are to be borne by Seller unless the Tax Claim relates to a Straddle Period, in which event such costs shall be fairly apportioned as described below. Purchaser and RSUI at their own expense each shall cooperate with Seller in contesting any resulting proceedings Tax Claim, which cooperation shall include the retention and, upon Seller's request, the provision of records and information that are reasonably relevant to determine whether such Tax Claim and when making employees available on a mutually convenient basis to settle provide additional information or explanation of any such claimmaterial provided hereunder. Notwithstanding the foregoing, assessment or dispute Seller shall neither consent nor agree to the extent such proceedings or determinations settlement of any Tax Claim with respect to any liability for Taxes that may affect the amount liability for any state, federal or foreign income tax of Taxes RSUI or any affiliated group (as defined in section 1504(a) of the Code) of which RSUI is a member for which such Seller may be liable under this Agreement, except that Purchaser shall have any Post-Closing Tax Period without the right to consent, which prior written consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentPurchaser, which consent shall not be unreasonably withheld withheld, conditioned or delayed, and neither Seller, nor any Affiliate of Seller, shall file an amended Tax Return that may increase the liability for Taxes of RSUI for any Post-Closing Tax Period without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser and Seller shall jointly control all proceedings taken in connection with any Tax Claims relating solely to any settlement to a Straddle Period of RSUI and each party shall bear its own out-of-pocket costs and expenses of the extent such proceedings settlement affects contest and all joint costs and expenses of the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation contest shall be null borne in the same ratio as the applicable proposed Tax would be allocated. For purposes of this Section 10.7(b), when applying the definitions of "Pre-Closing Tax Period," "Post-Closing Tax Period," "Straddle Period," or "Closing Date," (i) with reference to Tax Claims involving federal Income Taxes, the term "Closing Date" as used in such definitions shall be deemed to be the Closing Date, and void (ii) with regard respect to Tax Claims involving all other Taxes, the term "Closing Date" as used in such assessmentdefinitions shall be deemed to be June 30, 2003.

Contests. Whenever Purchaser shall promptly notify Seller in writing -------- upon receipt by Purchaser or the Subject Company of notice of any Governmental Authority asserts a claimpending or threatened federal, makes an assessment state, local or otherwise disputes foreign income or franchise tax audits or assessments which may materially affect the amount tax liabilities of Taxes the Subject Company for which Sellers are or may Seller would be liable under this Agreement, required to indemnify Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant pursuant to Section 4.2(a). Seller shall have the sole right to control represent the Subject Company's interests in any resulting proceedings tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to determine whether employ counsel of its choice at its own expense. Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or the Subject Company for any period after the Closing Date without the prior written consent of Purchaser; provided that such consent shall not be unreasonably withheld or delayed and when to settle any such claim, assessment or dispute shall not be necessary to the extent that Seller has indemnified Purchaser against the effect of any such proceedings or determinations affect settlement. Seller shall be entitled to participate, at its own expense, in the amount defense of any claim for Taxes for which such Seller a year or period that includes and ends after the Closing Date that may be liable under this Agreementthe subject of indemnification by Seller pursuant to Section 4.3(a) and, except that with the written consent of Purchaser (which shall have the right to consent, which consent will not be unreasonably withheld or delayed), to any settlement to and at its sole expense, may assume the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed entire defense of such an assertion, inform tax claim. Neither Purchaser within 10 business days, and, in any case, Purchaser shall have nor the right to control any resulting proceedings and to determine whether and when Subject Company may agree to settle any Tax claim for the portion of the year or period ending prior to or on the Closing Date which may be the subject of indemnification by Seller under Section 4.3(a) without the prior written consent of Seller; provided that such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser or of April which, if determined adversely to the taxpayer, would be grounds for indemnification under this Section 4; provided, however, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Section 4 except to the extent, if any, that, but for such failure, the Seller could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, provided that SHOC and the Principals acknowledge in writing their liability under this Agreement to hold the Beazer Indemnified Parties and April harmless against the full amount of Taxes for any Adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such audit or proceeding that relates to periods ending on or before the Closing Date (or, in the case of any taxable year that includes the Closing Date, against an assertionAdjustment allocable under Section 4.1(a) to the portion of such year ending on or before the Closing Date), inform the relevant Seller within ten business days, and the relevant Seller Shareholders shall have the right at their expense to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates solely to a potential Adjustment for which the Shareholders have acknowledged their liability; the Purchaser also may participate in any such Seller audit or proceeding and, if the Shareholders do not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days’ prior written notice to the Shareholders setting forth the terms and conditions of settlement. In the event that issues relating to a potential Adjustment for which the Shareholders and the Principals have acknowledged their liability are required to be liable under this Agreementdealt with in the same proceeding as separate issues relating to a potential Adjustment for which the Purchaser would be liable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter issues. (c) With respect to issues relating to a potential Adjustment for which both the Shareholders and the Principals (as evidenced by its acknowledgment under this Section 4.4) and the Purchaser or April or High View could be liable, (i) each party may participate in the audit or proceeding, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the Adjustment and any corresponding Adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including, without limitation, choice of judicial forum) in situations in which separate issues are otherwise controlled under this Section 4 by the Purchaser and the Shareholders. (d) Neither the Purchaser nor the Shareholders shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld or delayedwithheld. The Purchaser and the Shareholders agree to cooperate, and the Purchaser agrees to any settlement cause April and High View to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, andcooperate, in the defense against or compromise of any case, Purchaser shall have the right to control claim in any resulting proceedings and to determine whether and when to settle any such claim, assessment audit or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentproceeding.

Contests. Whenever (a) If a party receives notice of any Governmental Authority asserts a proposed claim, makes an assessment assessment, deficiency, review, examination or otherwise disputes commencement of any Tax audit or administrative or judicial proceeding or any other claim relating to a Pre-Closing Tax Period (“Tax Contest”) with respect to Taxes of the amount Company, such party shall promptly provide written notice thereof to the other party or parties hereto; provided, however, that the failure to provide such notice shall not release the other party from any of Taxes for which Sellers are or may be liable its obligations under this AgreementArticle VI, Purchaser shallexcept to the extent that such other party is materially prejudiced thereby. Such notice shall specify in reasonable detail the basis for and other factual information with respect to such Tax Contest and shall include a copy of the relevant portion of any correspondence or document received from the relevant taxing authority. (b) In the case of a Tax Contest of the Company relating solely to a Tax period ending on or before the Closing Date, if the Seller’ Representative shall have the right to assume the control of such Tax Context (at the sole cost and expense of the Sellers) by delivering a written notice (the “Tax Control Notice”) to the Buyers within twenty (20) days from the delivery of a notice by Buyers or the Company to Sellers’ Representative concerning the commencement of such Tax Contest. The Tax Control Notice delivered by Sellers’ Representative shall include a statement affirming the responsibility of the Sellers to indemnify the Buyers and the Company from and against any Losses relating to the applicable Tax Contest in accordance with the provisions of this Agreement and shall identify a reputable Tax counsel to be used by Sellers’ Representative (at the Sellers’ sole cost and expense) to control such Tax Contests. If Sellers’ Representative elects to assume and control the defense of such Tax Contest, the Sellers’ Representative shall (i) not settle or compromise (or take other actions with respect to) any Tax Contest without the prior written consent of the Buyers, (ii) keep the Buyers reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyers of any related correspondence, and shall provide the Buyer with an assertionopportunity to review and comment on any material correspondence before the Sellers’ Representative sends such correspondence to any Taxing Authority), inform (iii) consult with the relevant Seller within ten business daysBuyers in good faith in connection with the defense or prosecution of any such Tax Contest and (iv) provide such cooperation and information as the Buyers shall reasonably request, and the relevant Seller Buyers shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Governmental Authorities regarding such Tax Contests). (c) In connection with any Tax Contest governed by Section 6.06(b) with respect to which the Sellers’ Representative either (x) does not timely elect to control such Tax Contest in compliance with the provisions of Section 6.06(b) or (y) fails to diligently defend such Tax Contest in compliance with the provisions of Section 6.06(b), the Buyers shall have the right (but no obligation) to assume the control of such Tax Contest subject to the provisions of Section 6.06(d) (and the Sellers shall reimburse the Buyers for all reasonable costs and expenses incurred by the Buyers relating to a Tax Contest). (d) In the case of a Tax Contest of the Company which (x) relates to a Straddle Period (y) does not relate solely to a Tax period ending on or before the Closing Date, or (y), which the Buyers elect to assume pursuant to the provisions of this Section 6.06(d), the Buyers shall have the right to control, at their own expense, such Tax Contest; provided, however, that (i) the Buyers shall provide the Sellers’ Representative with a timely and reasonably detailed account of each stage of such Tax Contest, (ii) the Buyers shall defend such Tax Contest diligently and in good faith, (iii) the Sellers’ Representative shall be entitled to participate in such Tax Contest, at its own expense, if such Tax Contest could reasonably be expected to have an adverse impact on the Sellers, and (iv) the Buyers shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of the Sellers’ Representative if such settlement, compromise or abandonment could reasonably be expected to have an adverse impact on the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed). (e) For the avoidance of doubt, The Buyers shall have the right to control (and the Sellers' Representative shall have no right to participate in) any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute Tax Contest with respect to the extent such proceedings or determinations affect the amount of Taxes Company for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentPost-Closing Tax Period.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes (a) After the amount of Taxes for which Sellers are or may be liable under this AgreementClosing, Purchaser shallshall promptly notify Seller in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on A. B. Dick which, if informed determined adversely to the taxpayer or after the lapse of such an assertiontime, inform the relevant Seller within ten business days, and the relevant Seller would be grounds for indemnification under Section 6.01. Such notice shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute contain factual information (to the extent known to A. B. Dick) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreementasserted Tax liability. If Purchaser fails to provide give Seller prompt notice of an asserted Tax liability as required by this Section 6.03, then (i) if Seller is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, Seller shall not have any obligation to indemnify for any Loss arising out of such notice asserted Tax liability, and (ii) if Seller is not so precluded from contesting but such failure shall materially prejudice to give prompt notice results in a detriment to Seller's ability , any amount which Seller is otherwise required to defend pay Purchaser pursuant to Section 6.01 with respect to such assessment, then the Seller's indemnification obligations liability shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes reduced by the amount of Taxes such detriment. (b) Seller may elect to control, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which Purchaser is liable indemnity may be sought under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle Section 6.01 (any such claimaudit, assessment claim for refund or dispute, except that Sellers shall have the right proceeding relating to consent, which consent shall not be unreasonably withheld or delayed, an asserted Tax liability is referred to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementherein as a "Contest"). If Seller elects to control a Contest, it shall, within 30 calendar days of receipt of the notice of asserted Tax liability, notify Purchaser of its intent to do so, and Purchaser shall cooperate and shall cause its Affiliates to cooperate, at the expense of Seller, in each phase of such Contest. If Seller elects not to control the Contest, fails to provide such notice and such failure materially prejudices Purchaser's ability notify Purchaser of its election as herein provided or contests its obligation to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.indemnify under Section 6.01,

Contests. Whenever If any Governmental Authority asserts claim or demand for Taxes in respect of which indemnity may be sought pursuant to Section 5.5(c) hereof is asserted in writing against Buyer, any of its Affiliates or, effective upon the Closing, the Company or the Subsidiary, or if a written notice of audit by a Tax authority of a Tax period of the Company or the Subsidiary ending on or before the Closing Date is received by Buyer, any of its Affiliates or, effective upon the Closing, the Company or the Subsidiary, Buyer shall notify the Shareholders’ Representative of such claim, makes an assessment demand or otherwise disputes notice within ten (10) days of receipt thereof and shall give the Shareholders’ Representative such information with respect thereto as the Shareholders’ Representative may reasonably request; provided, however, that failure by Buyer to comply with these provisions shall not affect the rights to indemnification hereunder of Buyer, any of its Affiliates, the Company or the Subsidiary except to the extent that such failure materially impairs the ability of the Shareholders’ Representative to contest such tax liabilities. The Sellers may discharge, at any time, their indemnification obligation under Section 5.5(c) hereof by paying Buyer the amount payable pursuant to Section 5.5(c) hereof, calculated on the date of such payment. The Shareholders’ Representative may, at Sellers’ own expense, participate in the defense of any such claim, suit, action, litigation or proceeding (including any Tax audit). In the case of any claim or demand for Taxes that affects the liability of neither the Company nor the Subsidiary for Taxes for which Sellers are or may be liable under this Agreementany tax period ending after the Closing Date, Purchaser shallthe Shareholders’ Representative may, if informed upon notice to Buyer and at Sellers’ own expense, assume the defense of such an assertion, inform proceeding. If the relevant Seller within ten business days, and the relevant Seller Shareholders’ Representative assumes such defense Buyer shall have the right (but not the duty) to control any resulting proceedings participate in the defense thereof and to determine whether and when employ counsel, at its own expense, separate from the counsel employed by the Shareholders’ Representative. Whether or not the Shareholders’ Representative chooses to settle defend or prosecute any such claim, assessment all parties hereto shall cooperate in the defense or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentprosecution thereof.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount Purchaser or of Taxes any of the Partnership and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VI or could otherwise result in any Tax cost to any of the Sellers; provided, however, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Article VI except to the extent such failure on the part of the Purchaser shallor any Affiliate of the Purchaser prejudices the Sellers by preventing the avoidance of all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, if informed provided that the Sellers acknowledge in writing their indemnification obligation liability under Article VI of this Agreement with respect to the potential liability of the Purchaser, the Partnership or any Subsidiary as a result of such an assertionaudit or administrative or judicial proceeding, inform the relevant Seller within ten business daysSellers (or the Parent Entities, and as the relevant Seller case may be) shall have the right right, at their expense, to participate in and control the conduct of such audit or proceeding; the Purchaser may also participate in any such audit or proceeding but only if such audit or proceeding relates to non-income Taxes and, if the Sellers do not assume the defense of any such audit or proceeding, the Purchaser, at its expense, may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Sellers setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Sellers have acknowledged their indemnification obligation are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect 44 to the latter issues, provided that the Purchaser provides the Sellers with a written acknowledgement of the Purchaser's liability. (c) Notwithstanding Section 6.04(b), neither the Purchaser nor the Sellers shall enter into any resulting proceedings and compromise or agree to determine whether and when settle any claim pursuant to any Tax audit or proceeding, including without limitation a Federal, state or local income Tax audit or proceeding to the extent it involves Partnership items, which would adversely affect the other party for such year or any prior or subsequent year without the written consent of the other party which consent may not be unreasonably withheld. If the Purchaser or the Sellers refuse to provide the respective other party with written consent to settle any such claim, assessment then the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. (d) The Purchaser and the Sellers (or dispute the Parent Entities, as the case may be) shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with (i) the filing of Returns pursuant to Section 6.03 (including such proceedings amended Returns for periods (or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld portions thereof) ending on or delayed, to any settlement prior to the extent such proceedings Closing Date that the Sellers or settlement materially affect the amount Parent Entities may reasonably request the Purchaser to file; provided, however, that if in the Purchaser's reasonable judgment the filing of Taxes for which the amended return would be disadvantageous to the Purchaser, the Purchaser may be liable under this Agreement. If deny the Sellers' or the Parent Entities' request and the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser fails and the Sellers or the Parent Entities, as the case may be]) and (ii) any audit, litigation or other proceeding with respect to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTaxes.

Contests. Whenever After the Closing Date, the Buyer shall promptly notify the Representative of the receipt of any Governmental Authority asserts a written notice by the Company, the Buyer or any of the Buyer’s affiliates which involves the assertion of any claim, makes or the commencement of any Action, in respect of which an assessment indemnity may be sought by the Buyer pursuant to Article 8 (a “Tax Claim”); provided, that failure to comply with this provision shall not affect the Buyer’s right to indemnification hereunder, except to the extent the Sellers shall have been materially prejudiced by such failure. The Representative shall be entitled (at the Sellers’ expense) to participate and, at its option, take control of the defense of any pending or otherwise disputes threatened Tax Claim, in whole or in part (including any resulting litigation), and to employ counsel of its choice at its expense. If the amount Representative elects to assume the defense of a Tax Claim, the Representative shall keep the Buyer reasonably informed of all material developments relating to such Tax Claim, and shall allow the Buyer sufficient notice and opportunity to participate in the Tax Claim to the extent of any claims for Taxes for which Sellers are the Buyer (or the Company or any Subsidiary) may be liable. Neither the Buyer nor the Representative shall settle or compromise (or cause to be settled or compromised) a matter involving a claim for Taxes for which the other party may be liable under this Agreement, Purchaser shall, if informed Agreement without the prior written consent of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentother party, which consent shall not be unreasonably withheld or delayed, conditioned or withheld, unless the Buyer or the Representative, as the case may be, waives the right to be indemnified for the issue being conceded or settled. To the extent the Representative elects to control a Tax Claim pursuant to this Section 7.2, the Representative shall use (and shall cause the Sellers and their affiliates to use) its commercially reasonable efforts to separate from any settlement such Tax Claim any item in respect of which an indemnity is not sought by the Buyer pursuant to Article 8, and to permit, to the greatest extent possible, the Buyer to control the contest of any such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentitem.

Contests. Whenever (a) Each of Purchaser, the Company and the Included Subsidiaries, on the one hand, and Seller, on the other hand, (the "Recipient") shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of any Governmental Authority asserts pending or threatened audit, deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim ("Tax Claim") that could affect the liability for Taxes of such other party, and such notice shall provide the details of such Tax Claim. If the Recipient fails to give such prompt notice to the other party, the Recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent that such failure to give notice materially and adversely affects the other party. (b) Seller shall have the sole right to represent and control the Acquired Companies' interests in any Tax Claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense; provided, however, that Seller shall have no right to represent the -------- ------- Acquired Companies' interest in any such Tax Claim unless Seller shall have first notified Purchaser in writing of Seller's intention to do so within twenty (20) days of notification of the Tax Claim by Purchaser. Purchaser may participate in such Tax Claim at its own expense. In the case of a claimSplit Tax Period, makes an assessment Seller shall be entitled to participate at its expense in any Tax Claim relating in any part to Taxes attributable to the Pre-Closing Period and, with the prior written consent of Purchaser, at Seller's sole expense, may assume the control of such entire Tax Claim. None of Purchaser, any of its Affiliates, or any Acquired Company may settle or otherwise disputes the amount dispose of Taxes any Tax Claim for which Sellers are or Seller may be liable have a liability under this Agreement, Purchaser shall, if informed of such or which may result in an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable increase in Seller's liability under this Agreement, except without the prior written consent of Seller, which consent may not be unreasonably withheld, unless Purchaser and the Acquired Companies fully indemnify Seller in writing with respect to such liability in a manner satisfactory to Seller. Neither Seller nor any of its affiliates may settle or otherwise dispose of any Tax Claim for which Purchaser or the Acquired Companies may have a liability under this Agreement, or which may result in an increase in Purchaser's or the Acquired Companies' liability under this Agreement, without the prior written consent of Purchaser, which consent may not be unreasonably withheld, unless Seller fully indemnifies Purchaser and the Acquired Companies in writing with respect to such liability in a manner satisfactory to Purchaser. (c) Seller shall use its reasonable best efforts to minimize any interest, penalties, and other additions to Taxes that Purchaser shall have may be payable with respect to any Tax Claim for which the Seller has the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to represent and control the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentAcquired Companies' interests.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers’ Representative in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the Purchaser or the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article VI; provided, however, that the failure to give such notice will not affect the Purchaser’s right to indemnification under this Article VI except to the extent, if any, that, but for such failure, the Sellers could have avoided all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to taxable periods ending on or before the Closing Date, provided that, and only to the extent that, the Sellers acknowledge in writing their liability under this Agreement to hold the Purchaser and the Company harmless against the full amount of Taxes for any adjustment which Sellers are or may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit or proceeding, inform the relevant Seller within ten business days, and the relevant Seller Sellers’ Representative shall have the right at his expense to participate in and control the conduct of such audit or proceeding; the Purchaser also may participate in any such audit or proceeding at its own expense and, if the Sellers’ Representative does not assume the defense of any such audit or proceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including settling such audit or proceeding after fifteen days prior written notice to the Sellers’ Representative setting forth the terms and conditions of settlement. Notwithstanding anything to the contrary contained in Section 8.05, in the event that issues relating to a potential adjustment for which the Sellers have acknowledged liability are required to be contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control any resulting proceedings and the audit or proceeding with respect to determine whether and when the latter issues; provided, however, that the Purchaser shall not have the right to settle any such claim, assessment or dispute to matter without the extent such proceedings or determinations affect consent of the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentSellers’ Representative, which consent shall not be unreasonably withheld withheld. (c) Notwithstanding anything to the contrary contained in Section 6.04, with respect to issues relating to a potential adjustment for which both the Sellers (as evidenced by their written acknowledgement under this Section 6.04) and the Purchaser or delayedthe Company could be liable, (i) both the Sellers’ Representative and the Purchaser may participate in the audit or proceeding; (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods; and (iii) the controlling party shall not settle any such matter without the consent of the non-controlling party (which consent shall not be unreasonably withheld). The principle set forth in this Section 6.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VI by the Purchaser and the Sellers’ Representative. (d) With respect to any settlement Tax audit or proceeding for a taxable period that begins before the Closing Date, neither the Purchaser nor the Sellers’ Representative shall enter into any compromise or agree to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard settle any claim pursuant to such assessmentaudit or proceeding which would adversely affect the other party for such taxable period or a subsequent taxable period without the written consent of the other party, which consent may not be unreasonably withheld. The Purchaser and the Sellers’ Representative agree to cooperate, and the Purchaser agrees to cause the Company to cooperate, in the defense against or compromise of any claim in any such audit or proceeding.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which The Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller their duly appointed representatives shall have the right exclusive authority to control any resulting proceedings audit or examination by any taxing authority, to initiate any claim for refund, to amend any Tax return and to determine whether contest, resolve and when to settle defend against any such claimassessment for additional Taxes, assessment notice of Tax deficiency or dispute to the extent such proceedings or determinations affect the amount other adjustment of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld of or delayed, relating to any settlement to liability of the extent such proceedings Target or settlement materially affect its Subsidiaries for Taxes reflected on any Tax returns covering any Pre-Closing Periods; PROVIDED, HOWEVER, that (a) neither the amount Sellers nor any of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessmenttheir duly appointed representatives shall, then without the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes prior written consent of the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld withheld, file any claim for refund, amend any Tax return or delayedenter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of the Buyer or any of its Affiliates for any Tax period beginning after the Closing Date (a "POST-CLOSING PERIOD") or any portion of an Overlap Period beginning after the Closing Date, and (b) neither the Sellers nor any of their duly appointed representatives shall, without the prior consent of the Buyer, which consent shall not unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that would increase any liability accruals for Taxes as of the Closing Date or would otherwise require payment by the Buyer of any amount under Section 9.3 unless the Sellers shall have agreed to indemnify the Buyer for payment of such Taxes. Buyer and its duly appointed representatives shall have the exclusive authority to control any audit or other proceeding relating to Taxes for any taxable year or other taxable period ending after the Closing Date; PROVIDED, HOWEVER, that (a) neither Buyer, the Target nor any of their duly appointed representatives shall, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the Tax liability of the Sellers or any of their affiliates for any Pre-Closing Period or any portion of the Overlap Period ending on the Closing Date, and (b) neither Buyer, the Target nor any of their duly appointed representatives shall, without the prior consent of the Sellers, which consent shall not unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that would reduce any liability accruals for Taxes as of the Closing Date or would otherwise require payment by the Sellers of any amount under Section 9.3 unless Buyer shall have waived or caused to be waived for itself and the Target any right to indemnification for Taxes from the Sellers. The Sellers shall be entitled to any settlement Tax refund relating to the Target and its Subsidiaries to the extent such proceedings settlement affects Tax refund relates to any Pre-Closing Period or any portion of the amount of Taxes for Overlap Period ending on the Closing Date, unless such refund has been recorded as an Asset on the Closing Balance Sheet in which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation case Buyer shall be null and void with regard to such assessmententitled thereto.

Contests. Whenever any Governmental Authority asserts taxing authority makes a claimwritten assertion of a claim for or dispute regarding, makes an or assessment or otherwise disputes the amount of of, Taxes for which Sellers the Indemnifying Securityholders are liable or may be liable required to provide indemnification under this AgreementArticle VI, Purchaser the Buyer shall, if informed of such an assertionassertion or assessment, inform the relevant Seller Indemnifying Securityholders within ten fifteen (15) business days; provided, and that any failure to inform the relevant Seller Indemnifying Securityholders shall not relieve the Indemnifying Securityholders of their obligation to provide the indemnity required hereunder. The Indemnifying Securityholders shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be the Indemnifying Securityholders are liable or required to provide indemnification under this AgreementArticle VI, except that Purchaser the Buyer shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially could reasonably be expected to affect the amount of Taxes imposed on the Buyer, the Surviving Corporation or any Subsidiary for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then taxable periods or portions thereof beginning after the Seller's indemnification obligations shall be null and void with regard to such assessmentPre-Closing Tax Periods. Whenever any Taxing Authority asserts taxing authority makes a claimwritten assertion of a claim for or dispute regarding, makes an or assessment or otherwise disputes the amount of of, Taxes for which Purchaser the Buyer is liable or required to provide indemnification under this Agreement Seller shall Article VI, the Indemnifying Securityholders shall, if informed of such an assertionassertion or assessment, inform Purchaser the Buyer within 10 fifteen (15) business days; provided, and, in that any case, Purchaser failure to inform the Indemnifying Securityholders shall not relieve the Indemnifying Securityholders of their obligation to provide the indemnity required hereunder. The Buyer shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers the Indemnifying Securityholders shall have the right to consent, which consent shall not be unreasonably withheld or delayedwithheld, to any settlement to the extent such proceedings settlement affects could reasonably be expected to materially affect the amount of Taxes for which Sellers the Indemnifying Securityholders are or may be liable under or required to provide indemnification this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever any Governmental Authority asserts a claim, makes (a) In the case of an assessment audit or otherwise disputes administrative or judicial proceeding that relates to periods ending on or before the amount of Taxes Balance Sheet Date for which Purchaser may seek indemnity from Sellers, the Sellers are or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations proceeding relates solely to a potential adjustment for which the Sellers have acknowledged the Sellers' liability and the issue underlying the potential adjustment does not recur for any period ending subsequent to the Balance Sheet Date. The Sellers shall keep the Purchaser fully informed of the progress of any such audit or proceeding and, if it appears in the sole discretion of the Purchaser, that such audit or proceeding may reasonably be expected to adversely affect the amount Purchaser or any Company, the Purchaser also may participate in any such audit or proceeding. If the Sellers do not assume the defense of Taxes any such audit or proceeding promptly, the Purchaser may defend and settle the same (for the Sellers' account and at Sellers' expense) in such manner as it may deem appropriate. In the event that a potential adjustment as to which the Sellers would be liable is present in the same proceeding as a potential adjustment for which such Seller may the Purchaser would be liable under this Agreementliable, except that the Purchaser shall have the right right, at its expense, to consentcontrol the audit or proceeding with respect to the latter potential adjustment. (b) With respect to a potential adjustment for which both the Sellers and the Purchaser or any Company could be liable, or which involves an issue that recurs for any period ending after the Balance Sheet Date (whether or not the subject of audit at such time), (i) both the Purchaser and the Sellers may participate in the audit or proceeding, each at its own expense, and (ii) the audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the dollar amount of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in circumstances in which separate issues are otherwise controlled hereunder by the Purchaser and the Sellers. (c) Except as provided in Section 8.4(a) above, neither the Purchaser nor the Sellers shall enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which would adversely affect the other party, or result in a material benefit to that party, for such year or a subsequent year without the written consent of the other party, which consent will may not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.

Contests. Whenever any Governmental Authority asserts a claim, makes an assessment or otherwise disputes the amount For purposes of Taxes for which Sellers are or may be liable under this Agreement, a "Contest" is any audit, court proceeding or other dispute with respect to any Tax matter that affects the Company. Unless the Purchaser shall, if informed has previously received written notice from the Seller of the existence of such an assertionContest, inform the relevant Purchaser shall give written notice to the Seller of the existence of any Contest relating to a tax matter that is the Seller's responsibility under Sections 8.1 and 8.4 within ten business daysdays from the receipt by the Purchaser of any written notice of such Contest. Unless the Seller has previously received written notice from the Purchaser of the existence of such Contest, the Seller shall give written notice to the Purchaser of the existence of any Contest relating to a tax matter for which the Purchaser has responsibility within ten days from the receipt by the Seller of any written notice of such Contest. The Purchaser, on the one hand, and the Seller, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other's representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. The Seller shall shall, at its election, have the right to control represent the Company's interests in any resulting proceedings Contest relating to a tax matter arising in a taxable period ending on or before the Closing Date for which it is responsible under Sections 8.1 and 8.4, to employ counsel of its choice at its expense, which counsel shall be reasonably acceptable to the Purchaser, and to determine whether and when to settle any control the conduct of such claimContest, assessment including settlement or dispute to other disposition thereof; provided, however, that the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consentconsult with the Seller regarding any such Contest that may affect the Company for any post-acquisition periods ("Purchaser-Involved Contest") at the Purchaser's own expense, which consent will not be unreasonably withheld or delayed, to provided further that any settlement to the extent such proceedings or settlement materially affect the amount other disposition of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claimPurchaser-Involved Contest may only be with the consent of Purchaser, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.which

Contests. Whenever Buyer agrees to promptly give written notice to the Sellers’ Representative of the receipt of any Governmental Authority asserts a written notice by the Company, Buyer, or any of their respective Affiliates which involves the assertion of any claim, makes an assessment or otherwise disputes the amount commencement of Taxes for any Action, in respect of which Sellers are or either of the Seller Members may be liable under this Agreement, Purchaser shall, if informed required to pay Taxes as a result of such claim or Action, or an assertionindemnity may be sought by Buyer or any Buyer Indemnitee for Indemnified Taxes (a “Tax Claim”); provided, inform the relevant Seller within ten business days, and the relevant Seller that failure to comply with this provision shall have the not affect Buyer’s or any Buyer Indemnitees’ right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute indemnification hereunder to the extent such proceedings or determinations affect failure materially prejudices the amount Seller Members. The Sellers’ Representative shall control contests of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, Tax Claims solely relating to any settlement to Company Income Tax Returns filed on a pass-through basis for a Pre-Closing Tax Period; provided, however, that the extent such proceedings or settlement materially affect Sellers’ Representative shall obtain the amount prior written consent of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyer (which consent shall not be unreasonably withheld or delayed, to ) before entering into any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are a claim or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability ceasing to defend such assessmentclaim relating to any such Company Income Tax Return; and, then the Purchasers indemnification obligation provided further, that Buyer shall be null entitled to participate in the defense of such claim and void with regard to employ counsel of its choice for such assessmentpurpose, the fees and expenses of which separate counsel shall be borne solely by Buyer. In addition to the foregoing, Buyer shall obtain the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim relating to any Tax Claim that is not controlled by the Sellers’ Representative; and, provided further, that the Sellers’ Representative shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative.

Contests. Whenever (a) After the Closing Date, Buyer shall notify Seller in writing within ten (10) days of the date a claim is made or threatened in writing by any Governmental Taxing Authority asserts that, if successful, may reasonably be expected to result in an indemnity payment by Seller under Section 11.1 (a claim, makes an assessment or otherwise disputes “Tax Claim”). Such notice shall contain factual information describing in reasonable detail the nature and basis of such claim and the amount thereof, to the extent known, and shall include copies of Taxes for which Sellers are any notice or other document received from any Taxing Authority in respect of any such asserted Tax liability. Failure by Buyer to give such notice to the Seller shall not relieve the Seller of any liability that it may be liable have on account of its indemnification obligation under this AgreementSection 11, Purchaser shall, if informed except to the extent that Seller demonstrates that the defense of such an assertion, inform the relevant claim is prejudiced by Buyer’s failure to give such notice. (b) Seller within ten business days, and the relevant Seller shall will have the right, at its option, upon timely notice to Buyer, to assume at its own expense control of any Audit or other defense of any Tax Claim (other than a Tax Claim relating solely to Taxes of ▇▇▇▇ for a Straddle Period, which as described below, the parties shall jointly control) with its own counsel, provided that Seller’s notice acknowledges Seller’s indemnification liability for such claim. Seller’s right to control a Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by Seller or for which Seller would be liable pursuant to Section 11.1. Costs of defending or contesting such Tax Claims are to be borne by Seller unless the Tax Claim relates to a Straddle Period, in which event such costs shall be fairly apportioned as described below. Buyer and ▇▇▇▇ at their own expense each shall cooperate with Seller in contesting any resulting proceedings Tax Claim, which cooperation shall include the retention and, upon Seller’s request, the provision of records and information that are reasonably relevant to determine whether such Tax Claim and when making employees available on a mutually convenient basis to settle provide additional information or explanation of any such claimmaterial provided hereunder. Notwithstanding the foregoing, assessment or dispute Seller shall neither consent nor agree to the extent such proceedings or determinations affect the amount settlement of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, any Tax Claim with respect to any settlement to liability for Taxes in excess of US Dollars ten thousand (USD 10,000) on the extent such proceedings part of ▇▇▇▇ or settlement materially affect any affiliated group (as defined in Section 1504(a) of the amount Code) of Taxes which ▇▇▇▇ is a member for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then any Post-Closing Tax Period without the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount prior written consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentBuyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Neither Seller, nor any Affiliate of Seller, shall file an amended Tax Return that may increase the liability for Taxes of ▇▇▇▇ for any Post-Closing Tax Period without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, unless otherwise authorized by Seller in writing, only Seller is authorized to file any settlement Tax return respecting ▇▇▇▇ and any of its Subsidiaries for any pre-Closing Tax period, including the portion of the Tax year ending on the Closing Date. Buyer and Seller shall jointly control all proceedings taken in connection with any Tax Claims relating solely to a Straddle Period of ▇▇▇▇ and each party shall bear its own out-of-pocket costs and expenses of the extent such proceedings settlement affects contest and all joint costs and expenses of the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation contest shall be null and void with regard to such assessmentborne in the same ratio as the applicable proposed Tax would be allocated.

Contests. Whenever (a) After the Closing Date, each of the Seller and the Purchaser shall promptly notify the other party in writing upon receipt of written notice of the commencement of any Governmental Authority asserts a claimTax audit or administrative or judicial proceeding or of any demand or claim on the Seller, makes an assessment the Purchaser or otherwise disputes the amount of Taxes for which Sellers are Company or may be liable under this Agreement, Purchaser shallany Subsidiary which, if informed determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification by the other party under Section 7.01. Such notice shall contain factual information (to the extent known to the notifying party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the indemnitee under Section 7.01 fails to give the indemnitor under Section 7.01 prompt notice of an asserted Tax liability as required by this Section 7.03, then the indemnitor shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability but only to the extent that failure to give such notice results in a detriment to the indemnitor. (b) In the case of an assertionaudit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, inform the relevant Seller within ten business days, and the relevant Seller shall have the right sole right, at its expense, to control any resulting proceedings and to determine whether and when to settle any the conduct of such claimaudit or proceeding, assessment or dispute but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates to a Tax for which the Seller has a potential indemnification obligation under Section 7.01; provided, however, that if the results of such contest could reasonably be expected to have a material Tax cost to Purchaser, the Company, or the Subsidiaries for any taxable period including or ending after the Closing Date, then Seller may be liable under this Agreement, except that and Purchaser shall have jointly control the right to consent, which consent will not be unreasonably withheld or delayed, to defense and settlement of any settlement to such contest and each party shall cooperate with the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice other party at its own expense and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations there shall be null and void no settlement or closing or other agreement with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes respect thereto without the amount consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consentother party, which consent shall not be unreasonably withheld and, if the Seller does not assume the defense of any such audit or delayedproceeding, the Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding; provided, however, that the Purchaser shall not settle any such audit or proceeding without the consent of the Seller, which consent shall not be unreasonably withheld. If the Seller chooses to control the contest, the Purchaser shall promptly empower and shall cause the Company or Subsidiary or other party promptly to empower (by power of attorney and such other documentation as may be appropriate) such representatives of the Seller as it may designate to represent the Purchaser, Company or Subsidiary or other party or its successor in the contest insofar as the contest involves an asserted tax liability for which the Seller would be liable under Section 7.01. Purchaser shall have sole control over the defense and settlement of any settlement contest relating to taxable periods or portions thereof that begin on or after the extent Closing Date (including, subject to Section 7.03(c) hereof, any Taxes allocated to such proceedings settlement affects period under Section 7.01(d) hereof) or relating to taxable periods or portions thereof ending on or before the amount of Closing Date provided the Taxes to which such contest relates are Taxes for which Sellers are or may be Seller is not liable under this AgreementSection 7.01(a) hereof, provided, however, that if the results of any such contest otherwise controlled by Purchaser could reasonably be expected to have a material Tax cost or otherwise materially adversely affect the Seller or the Seller Group, then the Seller and Purchaser shall jointly control the defense and settlement of any such contest and each party shall cooperate with the other party at its own expense and there shall be no settlement or closing or other agreement with respect thereto without the consent of the other party, which consent shall not be unreasonably withheld. (c) With respect to periods beginning before the Closing Date and ending after the Closing Date, (i) each party may participate in an audit or proceeding which relates to any such period and (ii) such audit or proceeding shall be controlled by that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods; provided that neither party shall settle any such audit or proceeding without the consent of the other, which consent shall not be unreasonably withheld. If The principle set forth in the preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (in particular, choice of judicial forum) in situations in which separate issues are otherwise controlled hereunder by the Purchaser and the Seller. (d) The Purchaser and the Seller fails agree to cooperate, and the Purchaser agrees to cause the Company and Subsidiaries to cooperate, in the defense against or compromise of any claim in any audit or proceeding. (e) Seller shall promptly notify Purchaser of the commencement of any claim, audit, examination or other written change or adjustment received by Seller, in each case relating to the Company or the Subsidiaries, by any taxing authority which could reasonably be expected to affect the liability of Purchaser, the Company or the Subsidiaries for a material amount of Taxes, and Seller shall keep Purchaser informed of the progress thereof. The failure to provide such notice shall not affect the indemnification obligations under this Section unless the indemnified party is materially prejudiced as a result of such failure. (f) Purchaser shall promptly notify Seller of the commencement of any claim, audit, examination or other written change or adjustment received by Purchaser, in each case relating to the Company or the Subsidiaries for periods up to and including the Closing Date, by any taxing authority which could reasonably be expected to affect the liability of Seller, the Company or the Subsidiaries (with respect to periods up to and including the Closing Date) for a material amount of Taxes, and Purchaser shall keep Seller informed of the progress thereof. The failure to provide such failure notice shall not affect the indemnification obligations under this Section unless the indemnified party is materially prejudices Purchaser's ability to defend prejudiced as a result of such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentfailure.

Contests. Whenever (a) After the Closing Date, the Purchaser or any Governmental Authority asserts Company shall promptly notify each Seller, and a claimSeller shall promptly notify the Purchaser, makes upon learning of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on any Seller, the Purchaser or any Company which, if determined adversely to the taxpayer or after the lapse of time would be grounds for indemnification under Section 7.01. Such notice shall be in writing and shall contain factual information (to the extent known to the Sellers, Purchaser or such Company, as the case may be) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If a party fails to give prompt notice of an assessment asserted Tax liability as required by this Section 7.03, then if the indemnifying party is precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then the indemnifying party shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability. (b) Any Seller may elect to direct, through counsel of its own choosing and at its own expense, any audit, claim for refund and administrative or otherwise disputes the amount of Taxes for judicial proceeding involving any asserted liability with respect to which Sellers are or indemnity may be liable sought under this AgreementSection 7.01 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"). However, the Purchaser may, at its own expense, continue to participate in the contest. If any Seller elects to direct a Contest, it shall, if informed within 30 calendar days of such an assertionreceipt of the Purchaser's notice of asserted Tax liability, inform notify the relevant Seller within ten business daysPurchaser of its intent to do so, and the relevant Purchaser shall cooperate and shall cause each Company or its respective successor or successors to cooperate, at such Seller's expense, in each phase of such Contest. If no Seller elects to direct the Contest or fails to notify the Purchaser of its election as herein provided, the Purchaser or any Company may pay, compromise or contest, at its own expense, such asserted Tax liability. However, in such case, neither the Purchaser nor any Company may settle or compromise any asserted Tax liability over the objection of any Seller; provided, however, that consent to settlement or compromise shall have not be unreasonably withheld. In any event, any Seller may participate, at its own expense, in the right Contest. If any Seller chooses to control any resulting proceedings direct the Contest, the Purchaser shall promptly empower and shall cause each Company or its respective successor promptly to determine whether empower (by power of attorney and when such other documentation as may be necessary and appropriate) the designated representatives of such Seller to settle any represent the Purchaser or such claim, assessment Company or dispute to its successor in the extent such proceedings or determinations affect Contest insofar as the amount of Taxes Contest involves an asserted Tax liability for which such Seller may would be liable under this AgreementSection 7.01. Notwithstanding the foregoing, except that Purchaser shall have the right to Purchaser's prior consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, (which consent shall not be unreasonably withheld or delayed, to withheld) shall be required for any settlement to of a contest that increase items of income, or decreases items of loss, deduction or credit for the extent such proceedings settlement affects Purchaser or any Company in periods after the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentClosing Date.

Contests. Whenever 11.2.1. After the Closing, Buyer shall promptly notify the Stockholders’ Representative in writing of the proposed assessment or the commencement of any Tax Action or of any demand or claim on any Buyer Indemnified Person that, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by the Company Securityholders pursuant to this Agreement. Such notice shall contain factual information describing the asserted Tax Liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority asserts in respect of any such asserted Tax Liability. 11.2.2. In the case of a claim, makes Tax Action that relates to a taxable period ending on or before the Closing Date and in respect of which the Company Securityholders could have an assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under indemnification obligation pursuant to this Agreement, Purchaser shall, if informed of such an assertion, inform after taking into account the relevant Seller within ten business daysprovisions hereof (a “Contest”), and provided such Tax Action does not affect the relevant Seller Taxes of Buyer or its Affiliates (including the Surviving Corporation) in a taxable period (or portion thereof) beginning after the Closing Date, the Stockholders’ Representative shall have the sole right, on behalf of the Company Securityholders and at their expense to participate in the defense of any Contest that is the subject of notice given by Buyer pursuant to Section 11.2.1 and the right to control the conduct of such Contest with counsel of their choice reasonably satisfactory to Buyer so long as the Stockholders’ Representative notifies Buyer in writing within fifteen (15) days after Buyer has given notice of the Contest that the Company Securityholders will control such Contest. Buyer may retain separate co-counsel at its sole cost and expense and participate in the defense of the Contest. Neither the Company Securityholders nor the Stockholders’ Representative will consent to the entry of any resulting proceedings judgment or enter into any compromise or settlement with respect to a Contest without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed. If Stockholders’ Representative does not deliver the notice contemplated by clause (i) above within fifteen (15) days after Buyer has given notice of a Contest, or if such Contest does affect the Taxes of Buyer or its Affiliates (including the Surviving Corporation) in a taxable period beginning after the Closing Date, Buyer shall control such Contest; provided that the Stockholders’ Representative may retain separate co-counsel at its sole cost and expense and participate in the defense of the Contest and Buyer may not consent to determine whether the entry of any judgment or enter into any compromise or settlement with respect to the Contest without the prior written consent of the Stockholders’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to provide any access to or to permit any inspection of any Tax Return of the Affiliated Group of the Buyer or its Affiliates (including, for the avoidance of doubt, with respect to the Company following the Closing Date), and when to settle the Stockholders’ Representative shall not participate in or control any such claim, assessment or dispute Contest to the extent such proceedings Contest relates to any Tax Return of the Affiliated Group of the Buyer or determinations affect its Affiliates; provided that if the amount Company Securityholders could have an indemnification obligation pursuant to this Agreement in respect of Taxes for which such Seller may be liable under this AgreementContest, except that Purchaser the Buyer (i) shall have keep the right to consentStockholders’ Representative reasonably informed of the on-going proceeding and (ii) shall not settle or compromise such Contest without the prior written consent of the Stockholders’ Representative, which consent will (A) shall not to be unreasonably withheld withheld, delayed or delayedconditioned and (B) shall be based on such information (other than such Tax Returns of the Affiliated Group of the Buyer or its Affiliates), to any settlement to calculations and methodologies provided by the extent such proceedings or settlement materially affect Buyer (and certified by the amount an officer of Taxes the Buyer) as are reasonably necessary for which Purchaser may be liable under this Agreement. If Purchaser fails the Stockholders’ Representative to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessmentconsent. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessment.74163855_1

Contests. Whenever any Governmental Authority asserts a claim, makes In the case of an assessment audit or otherwise disputes administrative or judicial proceeding that relates to periods ending on or before the amount of Taxes Closing Date or for which Sellers are or Buyer may be liable under this Agreementseek indemnity from Seller, Purchaser shall, if informed of such an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right right, at its expense, to participate in and control any resulting proceedings and to determine whether and when to settle any the conduct of such claim, assessment audit or dispute proceeding but only to the extent that such proceedings audit or determinations affect the amount of Taxes proceeding relates to a potential adjustment for which such Seller may be liable under this Agreement, except that Purchaser shall have the right has acknowledged liability to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable Buyer under this Agreement. If Purchaser fails to provide Seller shall keep Buyer fully informed of the progress of any such notice audit or proceeding, and Buyer may also participate in any such failure shall materially prejudice a Seller's ability to defend such assessmentaudit or proceeding at its expense. Notwithstanding the foregoing, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claimSeller may not pay, makes an assessment discharge, settle, compromise or otherwise disputes dispose of any audit or proceeding with respect to the amount Company Group without the prior written consent of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, Buyer (which consent shall not be unreasonably withheld or delayed, ); provided that no Buyer consent shall be required to any settle or otherwise dispose of the Sales and Use Tax Audits in the event that Buyer and the Company Group are not financially liable and no wrongdoing on behalf of Buyer or the Company Group is admitted in connection with such settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreementdisposition. If Seller fails does not assume the defense of any such audit or proceeding promptly, Buyer may defend and settle the same (for Seller’s account and at Seller’s expense) in such reasonable manner as it may deem appropriate. In the event that a potential adjustment as to provide which Seller would be liable is present in the same proceeding as another potential adjustment for which Buyer would be liable, Buyer shall have the right, at its expense, to control such notice audit or proceeding. With respect to a potential adjustment for which both Seller, on the one hand, and Buyer or the Company Group, on the other hand, could be liable, or which involves an issue that recurs or affects related tax items for any period ending after the Closing Date (whether or not the subject of audit as such failure materially prejudices Purchaser's ability to defend such assessmenttime), then (i) both Buyer and Seller may participate in the Purchasers indemnification obligation audit or proceeding, each at its own expense, and (ii) the audit or proceeding shall be null controlled by Buyer. Notwithstanding the foregoing, Buyer may not pay, discharge, settle, compromise or otherwise dispose of any audit or proceeding with respect to a potential adjustment for which Seller could be liable without the prior written consent of Seller (which consent shall not be unreasonable withheld or delayed); provided that no Seller consent shall be required in the event that Seller is not financially liable and void with regard to such assessmentno wrongdoing on behalf of Seller is admitted. In the event of a conflict between a provision in this Section 8.04(f) and a provision in Section 9.07, the provision in this Section 8.04(f) shall control.

Contests. Whenever (a) After the Closing, the Purchaser shall promptly notify the Sellers in writing of any Governmental Authority asserts written notice of a claim, makes an proposed assessment or otherwise disputes claim in an audit or administrative or judicial proceeding of the amount Purchaser or of Taxes any of the Partnership and the Subsidiaries which, if determined adversely to the taxpayer, would be grounds for which Sellers are or may be liable indemnification under this AgreementArticle VI or could otherwise result in any Tax cost to any of the Sellers; provided, however, that a failure to give such notice will not affect the Purchaser's right to indemnification under this Article VI except to the extent such failure on the part of the Purchaser shallor any Affiliate of the Purchaser prejudices the Sellers by preventing the avoidance of all or a portion of the Tax liability in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, if informed provided that the Sellers acknowledge in writing their indemnification obligation liability under Article VI of this Agreement with respect to the potential liability of the Purchaser, the Partnership or any Subsidiary as a result of such an assertionaudit or administrative or judicial proceeding, inform the relevant Seller within ten business daysSellers (or the Parent Entities, and as the relevant Seller case may be) shall have the right right, at their expense, to participate in and control the conduct of such audit or proceeding; the Purchaser may also participate in any such audit or proceeding but only if such audit or proceeding relates to non-income Taxes and, if the Sellers do not assume the defense of any such audit or proceeding, the Purchaser, at its expense, may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving five days' prior written notice to the Sellers setting forth the terms and conditions of settlement. In the event that issues relating to a potential adjustment for which the Sellers have acknowledged their indemnification obligation are required to be dealt with in the same proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the latter issues, provided that the Purchaser provides the Sellers with a written acknowledgement of the Purchaser's liability. (c) Notwithstanding Section 6.04(b), neither the Purchaser nor the Sellers shall enter into any resulting proceedings and compromise or agree to determine whether and when settle any claim pursuant to any Tax audit or proceeding, including without limitation a Federal, state or local income Tax audit or 49 44 proceeding to the extent it involves Partnership items, which would adversely affect the other party for such year or any prior or subsequent year without the written consent of the other party which consent may not be unreasonably withheld. If the Purchaser or the Sellers refuse to provide the respective other party with written consent to settle any such claim, assessment then the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Sellers. (d) The Purchaser and the Sellers (or dispute the Parent Entities, as the case may be) shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with (i) the filing of Returns pursuant to Section 6.03 (including such proceedings amended Returns for periods (or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld portions thereof) ending on or delayed, to any settlement prior to the extent such proceedings Closing Date that the Sellers or settlement materially affect the amount Parent Entities may reasonably request the Purchaser to file; provided, however, that if in the Purchaser's reasonable judgment the filing of Taxes for which the amended return would be disadvantageous to the Purchaser, the Purchaser may be liable under this Agreement. If deny the Sellers' or the Parent Entities' request and the parties shall submit the matter to an Independent Firm and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser fails and the Sellers or the Parent Entities, as the case may be]) and (ii) any audit, litigation or other proceeding with respect to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTaxes.

Contests. Whenever Buyers shall promptly notify the Equityholder Representative following receipt of any Governmental Authority asserts notice of audit or other proceeding relating to any Tax Return of any Group Company that includes a claimPre-Closing Tax Period (the “Prior Period Returns”). The Equityholder Representative shall control any and all audits or other proceedings and litigation (a “Tax Contest”) relating to any Prior Period Return, makes including the filing of an assessment or otherwise disputes amended Tax Return, other than Prior Period Returns relating to any Straddle Period. With respect to any Tax Contest that it controls, the amount Equityholder Representative (i) shall give prompt notice to Buyers of Taxes for which Sellers are or may be liable under this Agreementany Tax adjustment proposed in writing pursuant to such Tax Contest, Purchaser shall, if informed (ii) shall afford Buyers the opportunity to participate in the conduct of such an assertionTax Contest, inform the relevant Seller within ten business days, and the relevant Seller shall have including without limitation the right to control any resulting proceedings participate in conferences with Tax Authorities and to determine whether submit pertinent material in support of Buyers’ position, and when to (iii) shall not settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to Tax Contest without Buyers’ consent, which consent will shall not be unreasonably withheld withheld, conditioned or delayed, to any settlement to . MSO Buyers and the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser Equityholder Representative shall have joint control of any and all Tax Contests relating to a Tax Return for a Straddle Period, including the right filing of an amended Tax Return for such Straddle Period; provided, that neither the Equityholder Representative nor Buyers shall settle or compromise any Tax Contest relating to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have a Tax Return for a Straddle Period without the right to consentconsent of the other Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. To the extent permitted under Applicable Law, the AHMS Equityholders shall make, or cause to be made, an election under Code section 6226 and Treasury Regulations thereunder with respect to any settlement Tax Contest in respect of AHMS in respect of any Pre-Closing Tax Period (a “Push-Out Election”). Notwithstanding anything to the contrary contained in this Agreement, CFC IPA shall have sole and absolute control over any Tax Contest to the extent such proceedings settlement affects Tax Contest relates to Taxes of CFC IPA or to the amount of Taxes for which Sellers are or may be liable under this Agreement. If extent such Tax Contest relates to Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentTaxes.

Contests. Whenever (a) If any Governmental Authority asserts claim for Tax with respect to OrbNav's Membership Interest is asserted in a Contest (as defined below) against any Tax Indemnitee that would result in the indemnification of any such Tax Indemnitee by Orbital or OrbNav pursuant to this Section 8 then the following provisions of this Section 8.4(a) will apply to the handling of such claim. For purposes of this Agreement, makes an assessment "Contest" means any audit, court proceeding or otherwise disputes other dispute with respect to any Tax matter that affects OrbNav's Membership Interest in the amount Company or any other Tax Indemnitee. Unless the Purchaser has previously received written notice from Orbital and OrbNav of Taxes for which Sellers are the existence of such Contest, the Purchaser shall give written notice to Orbital and OrbNav of the existence of any Contest relating to a Tax matter that is or may be liable Orbital's or OrbNav's responsibility under this AgreementSection 8 as soon as practicable after the receipt by the Purchaser of any written notice of such Contest, but in no event later than 15 days prior to the time that a written response to the written notice is required, unless such written notice is received and a written response is due in less than 15 days, in which case the Purchaser shall give written notice to Orbital and OrbNav as soon as practicable. If the Purchaser fails to comply with the foregoing sentence, Orbital or OrbNav, as the case may be, shall not be liable to the Purchaser to the extent that Orbital's or OrbNav's position is actually prejudiced as a result thereof. Orbital and OrbNav shall, if informed of such an assertionat their election, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control represent the interests of the Company in any resulting proceedings Contest relating to a Tax matter for which Orbital or OrbNav may be required to make a Tax Indemnity Payment, to employ counsel of Orbital's and OrbNav's choice at the expense of Orbital and OrbNav and to determine whether control the conduct of such Contest, including settlement or other disposition thereof, provided, however, that Orbital and when to settle any such claim, assessment or dispute to OrbNav will keep the extent such proceedings or determinations affect the amount of Taxes for which such Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings progress and to determine whether disposition of the Contest and when to settle any such claim, assessment no settlement or dispute, except that Sellers shall have compromise of issues will be made without the right to Purchaser's written consent, which consent shall not be unreasonably withheld or delayedand provided, to any settlement further, that to the extent such proceedings settlement affects Contest could adversely affect the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability Tax Liability (after taking into account any required Tax Indemnity Payment), the Purchaser will have the right to defend such assessmentcontrol the conduct of the Contest at its expense, then and in which case no settlement or compromise of issues will be made without Orbital's and OrbNav's written consent, which consent shall not be unreasonably withheld. The Purchaser shall handle any Tax Claim relating to any Tax period of the Purchasers indemnification obligation Company included in a Pre-Closing Tax Period which Orbital and OrbNav elect in writing not to control, and the Purchaser shall be null and void with regard entitled to defend, compromise or settle such assessmentTax Claim in its sole discretion.

Contests. Whenever Provided that Motorola does not dispute its obligation to indemnify the Tax Indemnitees for the asserted liability, Motorola shall, at its election, have the right to represent the Company's, SCI LLC's or any Governmental Authority asserts of the Foreign Entities', as the case may be, interests in the portion of any Contest (as defined below) relating to any Tax issue for which Motorola is responsible to indemnify a Tax Indemnitee pursuant to this Agreement, employ counsel of its choice at its expense and control the conduct of such Contest. For any such Contest the Tax Indemnitees and Motorola agree that the following provisions of this SECTION 10.6 will apply in handling any such claim. For purposes of this Agreement, makes a "Contest" is any audit, court proceeding or other dispute with respect to any Tax matter that affects the Company, SCI LLC or any of the Foreign Entities, as the case may be. Unless the Company has previously received written notice from Motorola of the existence of such Contest, the Company shall give written notice to Motorola of the existence of any Contest relating to a Tax matter that is or may be Motorola's responsibility under this ARTICLE X within ten days from the receipt by the Company of any written notice of such Contest, but no failure to give such notice shall relieve Motorola of any liability hereunder except to the extent, if any, that the rights of Motorola with respect to such claim are actually prejudiced. Unless Motorola has previously received written notice from the Company of the existence of such Contest, Motorola shall give written notice to the Company of the existence of any Contest within ten days from the receipt by Motorola of any written notice of such Contest. The Company, on the one hand, and Motorola, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other's representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation working papers and schedules), officers or employees (without substantial interruption of employment) or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. Motorola shall consult with the Company regarding any such Contest and shall consider suggestions proposed by the Company (subject to Motorola's right to control the Contest of such issue), inform the Company in a timely manner of any material events concerning any such Contest, and shall allow the Company to monitor (at its own expense) any proceedings with respect to such Contest. If the Company is requested by Motorola to pay or, with respect to any Contest relating to any taxable period ending after the Closing Date which also involves any issue for which Motorola is not responsible to indemnify a Tax Indemnitee, the Company, in its sole discretion, determines to pay (or have an assessment Affiliate pay), the Tax claimed and ▇▇▇ for a refund, Motorola shall advance to the Company, or otherwise disputes its Affiliate, as the case may be, on an interest-free basis, the amount of Taxes for such claim (in which Sellers are or may case Motorola shall be liable under this Agreement, Purchaser shall, if informed of entitled to any refund received with respect to such an assertion, inform the relevant Seller within ten business days, and the relevant Seller Tax). Motorola shall have the right to control settle or dispose of the portion of any resulting proceedings and Contest relating to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes a Tax issue for which such Seller may be liable under Motorola is responsible to indemnify a Tax Indemnitee pursuant to this AgreementAgreement and in which it represents the Company pursuant to this SECTION 10.6 provided, except however, that Purchaser shall have the right to consent, no settlement or other disposition of any claim for Tax which consent will not be unreasonably withheld would adversely affect any Tax Indemnitee in any taxable period in any manner or delayed, to any settlement to extent (including, but not limited to, the extent such proceedings imposition of income tax deficiencies, the reduction of asset basis and the reduction of loss or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice and such failure shall materially prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations credit carryovers) shall be null and void with regard agreed to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes without the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to Company's prior written consent, which consent shall not be unreasonably withheld or delayed, if Motorola agrees to fully reimburse the Tax Indemnitee for any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentadverse effect.

Contests. Whenever Purchaser shall inform Seller of the commencement of any Governmental Authority asserts a claimaudit, makes an assessment examination or otherwise disputes the amount of proceeding (“Tax Contest”) relating in whole or in part to Taxes for which Sellers are Seller is responsible hereunder within ten (10) days of its receipt of any notice of deficiency, proposed adjustment, assessment, audit, examination or may other administrative or court proceeding, suit, dispute, or other claim in which a Taxing Authority makes or proposes to make a Tax adjustment that could result in an indemnity payment pursuant to Article VII or Section 9.03 hereof. Seller, at its option and at its own expense, shall control all proceedings and other Actions taken in connection with such Tax Contest except for (i) any Tax Contest involving a Tax period beginning before and ending after the Closing Date, or (ii) any Tax Contest that could reasonably be liable under this Agreementexpected to affect the Tax liability of Purchaser or any of the Companies by greater than for any Post Closing Period, in which case Seller and Purchaser shall jointly control all proceedings with respect to any such Tax Contest at their own cost and expense. Notwithstanding the foregoing, if notice is given to Seller of the commencement of any Tax Contest and Seller does not, within fifteen (15) Business Days after Purchaser’s notice is received, give notice to Purchaser of its election to assume the defense thereof, Purchaser shall, if informed of shall control such an assertion, inform the relevant Seller within ten business days, Tax Contest and the relevant Seller shall have the right be bound by any determination made in such Tax Contest or any compromise or settlement thereof effected by Purchaser. The failure of Purchaser to control give reasonably prompt notice of any resulting proceedings and to determine whether and when to settle any such claimTax Contest shall not release, assessment waive or dispute otherwise affect Seller’s obligations with respect thereto except to the extent such proceedings or determinations affect the amount of Taxes for which such that Seller may be liable under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or delayed, to any settlement to the extent such proceedings or settlement materially affect the amount of Taxes for which Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice can demonstrate actual and such failure shall materially material loss and prejudice as a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed result of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except that Sellers shall have the right to consent, which consent shall not be unreasonably withheld or delayed, to any settlement to the extent such proceedings settlement affects the amount of Taxes for which Sellers are or may be liable under this Agreement. If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the Purchasers indemnification obligation shall be null and void with regard to such assessmentfailure.