Controversies (a) Buyer shall notify Seller in writing within ten (10) days of the receipt by Buyer or the Acquired Company of written notice of any inquiries, audits, examinations, assessments or other proceedings from any Taxing Authority with respect to Taxes of the Acquired Company for which Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement (any such inquiry, audit, examination, assessment or similar event, a "Tax Matter"); provided, however that any failure by ▇▇▇▇▇ to deliver such notice within such time period shall not affect in any way Seller's obligation for indemnification, except if and to the extent Seller is actually and materially prejudiced thereby. Seller may, at Seller's own expense, participate in and, upon notice to ▇▇▇▇▇, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (b) Buyer has the right to represent the interests of the Acquired Company before the relevant Taxing Authority with respect to any inquiry, audit, examination, assessment or proceeding relating to a Straddle Period (a "Straddle Period Tax Matter") and has the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Straddle Period Tax Matter. If Seller would be required to indemnify any Buyer Indemnitee pursuant to this Agreement with respect to such Straddle Period Tax Matter then (i) Seller shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at Seller's own expense, separate from counsel employed by Buyer, (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of Seller or results in an indemnity obligation under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, and (iii) Buyer shall keep Seller informed with respect to the commencement, status and nature of any such Straddle Period Tax Matter, and will, in good faith, allow Seller or Seller's counsel to consult with Buyer or its counsel regarding the conduct of or positions taken in any such proceeding and to be present at any meetings or proceedings with the relevant Taxing Authority.
Disputes In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.