Common use of Controversies Clause in Contracts

Controversies. Purchaser shall promptly forward to Seller all notifications and other communications from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, without the prior written consent of Seller, which consent shall not unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Date.

Controversies. (a) Except with respect to matters relating to the Sales Tax Indemnity, the Purchaser shall promptly forward to Seller all notifications and other communications from notify the Sellers’ Representative upon receipt by the Purchaser or any taxing authority relating to Affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any Tax audit inquiries, claims, assessments, audits or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets (with respect Taxes relating to a taxable year or period (or portion thereof) ending on or prior to the Closing DateDate for which the Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). The failure Except with respect to matters relating to the Sales Tax Indemnity, the Sellers’ Representative, or its Representative, at the Sellers’ sole expense, shall have the authority to represent the interests of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof the Company with respect to any increased Tax liability directly Matter before the IRS, any other taxing authority or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller Governmental Entity and its duly appointed representatives shall have the exclusive authority right to control any audit the defense, compromise or examination by any taxing authority, initiate any claim for refund, amend other resolution of any Tax ReturnMatter, resolve including responding to inquiries, filing Tax Returns and defend contesting, defending against and resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, that (i) the Purchaser, at its own expense, shall be allowed to participate in such Tax Matters and (ii) neither the Sellers’ Representative, any Seller nor any of its Affiliates shall enter into any settlement of or relating to otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Seller the Purchaser, the Company or any Affiliate of the foregoing for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) any period ending on or prior to after the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have including the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct portion of the operation of the Business for all taxable periods (or portions thereof) beginning Overlap Period that is after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, without the prior written consent of Sellerthe Purchaser, which consent shall not be unreasonably be withheld, enter into any settlement conditioned or delayed. The Sellers’ Representative, the Sellers or their Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any contest or otherwise compromise any issue that affects or may affect Tax Matter. The Sellers’ Representative shall, in good faith, allow the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior Purchaser to make comments to the Closing DateSellers’ Representative, the Sellers or their Representative, regarding the conduct of or positions taken in any such proceeding.

Controversies. Purchaser (a) Buyer shall promptly forward to Seller all notifications and other communications notify the Sellers' Representative upon receipt by Buyer or any Affiliate of Buyer of any notice of any inquiries, assessments, Proceedings or similar events received from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller Governmental Authority with respect to Taxes of the Purchased Assets Company for which Sellers would be required to indemnify Buyer, the Company, or any of their Affiliates pursuant to Section 11.1 (with respect to any such inquiry, assessment, Proceeding or similar event, a taxable year or period (or portion thereof) ending on or prior to the Closing Date"Tax Matter"). The failure Sellers' Representative may, at the expense of Purchaser Sellers, participate in any Tax Matter and, upon notice to give Seller Buyer, assume the defense of any Tax Matter, other than a Straddle Period Tax Matter. If the Sellers' Representative assumes such written notice shall excuse Seller from its obligations under Section 10.1 hereof defense, the Sellers' Representative will have the authority, with respect to any increased Tax liability directly Matter, to represent the interests of the Company before the relevant Governmental Authority and will have the right to control the defense, compromise or indirectly attributable to other resolution of any such notification or other communication Tax Matter, including responding to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller inquiries, and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authoritycontesting, initiate any claim for refund, amend any Tax Return, resolve defending against and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Sellers' Representative. The Sellers' Representative must not enter into any settlement of or relating otherwise compromise any such Tax Matter to any the extent that it adversely affects the Tax liability of Seller Buyer, the Company, or any Affiliate of the foregoing for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) period beginning after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, Date ("Post-Closing Tax Period") or a Post-Closing Straddle Period without the prior written consent of SellerBuyer. The Sellers' Representative must keep Buyer informed with respect to the commencement, which consent shall not unreasonably be withheldstatus, enter into any settlement and nature of any contest such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or otherwise compromise positions taken in any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Datesuch proceeding.

Controversies. (i) Purchaser shall promptly forward to notify Seller all notifications and other communications from in writing within 30 days of the receipt by Purchaser or any taxing authority relating to Affiliate of Purchaser (including Company or any Tax audit Subsidiary after the Closing Date) of written notice of any inquiries, claims, assessments, audits or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets Taxes relating to a Pre-Closing Period for which Seller may be liable under Section 5.7(c)(i) (with respect any such inquiry, claim, assessment, audit or similar event, a Tax Matter). For Tax Matters relating solely to a taxable year or period (or portion thereof) ending that ends on or prior to before the Closing Date). The failure of Purchaser to give Date for which Seller such written notice shall excuse Seller from acknowledges in writing its obligations liability under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller and 5.7(c)(i), Seller, at its duly appointed representatives own expense, shall have the exclusive authority to control represent the interests of Company or any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of Seller for all taxable periods and Subsidiary with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser Tax Matter before the IRS or any other Tax authority or Government Entity or authority or any court and shall have the exclusive authority sole right to control any audit extend or examination by any taxing authoritywaive the statute of limitations with respect to such Tax Matter, initiate any claim for refundincluding responding to inquiries, amend any filing Tax Return, resolve Returns and defend against any assessment for additional Taxes, notice of Tax deficiency settling audits or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing Datelawsuits; provided, however, that neither Seller shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, Company or any Subsidiary for any Post-Closing Period, including any Straddle Period, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Seller shall keep Purchaser nor fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller shall, in good faith, allow Purchaser or Purchaser's counsel to consult with it regarding the conduct of or positions taken in any such proceeding. For Tax Matters relating to Straddle Periods, each of Seller and Purchaser may participate, at its duly authorized representatives shallown expense, in representing the interests of Company or any Subsidiary; provided that the representation shall be controlled by Purchaser; provided, further, that Purchaser shall not enter into any settlement of, or otherwise compromise, any such Tax Matter that adversely affects or may adversely affect the Tax liability of Seller, Company or any Subsidiary for any Pre- Closing Period, including any Straddle Period, without the prior written consent of Seller, which consent shall not be unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Date.

Controversies. Purchaser shall promptly forward to notify Seller all notifications and other communications from upon receipt by Purchaser or any taxing authority relating to Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any Tax audit inquiries, claims, assessments, audits or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets (with respect Taxes relating to a taxable year period ending prior to or period (or portion thereof) ending on or prior to and including the Closing DateDate for which Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). The failure Seller, at its sole expense, shall have the authority to represent the interests of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof the Company with respect to any increased Tax liability directly Matter before the IRS, any other taxing authority, any other Governmental or indirectly attributable to Regulatory Authority or any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller court and its duly appointed representatives shall have the exclusive authority sole right to control any audit the defense, compromise or examination by any taxing authority, initiate any claim for refund, amend other resolution of any Tax ReturnMatter, resolve including responding to inquiries, filing Returns and defend contesting, defending against and resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided that neither Seller nor any of its Affiliates shall enter into any settlement of or relating to otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Seller Purchaser, the Company or any Affiliate of the foregoing for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) any period ending on or prior to after the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have including the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct portion of the operation of the Business for all taxable periods (or portions thereof) beginning Overlap Period that is after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, without the prior written consent of SellerPurchaser, which consent shall not be unreasonably be withheldwithheld or delayed. Seller shall keep Purchaser fully and timely informed with respect to the commencement, enter into any settlement status and nature of any contest Tax Matter. Seller shall, in good faith, allow Purchaser to make comments to Seller regarding the conduct of or otherwise compromise positions taken in any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Datesuch proceeding.

Controversies. Purchaser Buyer shall promptly timely forward to Seller all written notifications and other communications that Buyer receives from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser Buyer to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof 10.2 with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that if the failure to provide such written notice adversely affects the ability of Seller to timely contest any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Pre-Closing DatePeriods, and Seller shall be entitled to any Tax refund relating to any such taxable period; provided, however, that Seller shall not settle or compromise any issue relating to Assumed Taxes without Buyer's consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Purchaser Buyer shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Division or the Business for all taxable periods (or portions thereof) beginning after the Closing Date; provided, however, that neither Purchaser Buyer nor its duly authorized appointed representatives shall, without the prior written consent of Seller, Seller which consent shall not be unreasonably be withheld, conditioned or delayed, enter into any settlement of any contest or otherwise compromise any issue that materially affects or may materially affect the property (or ad valorem) Tax liability of Seller or any of its Affiliates for any taxable year or period (or portion thereof) ending on or prior to the Closing DateDate or require payment by Seller of any amount under Section 10.2 unless Buyer shall have waived or caused to be waived for itself any right to indemnification for any such amounts from Seller.

Controversies. Purchaser (a) Seller, or the Seller’s Representative, at its sole expense, shall promptly forward have the authority to Seller all notifications and other communications from represent the interests of Bison LLC with respect to any taxing authority inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to Date before the U.S. Internal Revenue Service, any increased Tax liability directly other taxing authority, any other governmental agency or indirectly attributable to authority or any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller court and its duly appointed representatives shall have the exclusive authority sole right to control any audit the defense, compromise or examination by any taxing authority, initiate any claim for refund, amend other resolution of any Tax ReturnMatter, resolve including responding to inquiries, filing Tax Returns and defend contesting, defending against and resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of of, or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Dateto, and Seller shall be entitled to any such Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing DateMatter; provided, however, that neither Purchaser Seller nor any of its duly authorized representatives shallAffiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), Bison LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of SellerBuyer, which consent shall not be unreasonably be withheld, enter into any settlement conditioned or delayed. Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any contest Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or otherwise compromise sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior such proceeding and to the Closing Dateparticipate in such proceeding.

Controversies. Purchaser (a) Buyer shall promptly forward notify Seller within ten (10) Business Days of receipt by Buyer or any Affiliate of Buyer (including NBLLC after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes for which Seller all notifications and other communications from is or may be liable under this Agreement (any taxing such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Seller, or Seller’s representative, at its sole expense, shall have the authority to represent the interests of NBLLC with respect to any Tax Matter relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to Date before the U.S. Internal Revenue Service, any increased Tax liability directly other taxing authority, any other governmental agency or indirectly attributable to authority or any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller court and its duly appointed representatives shall have the exclusive authority sole right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter, initiate any claim for refundincluding responding to inquiries, amend any filing Tax ReturnReturns and contesting, resolve defending against and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of of, or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Dateto, and Seller shall be entitled to any such Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing DateMatter; provided, however, that neither Purchaser Seller nor any of its duly authorized representatives shallAffiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer, NBLLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of SellerBuyer, which consent shall not be unreasonably be withheldwithheld or delayed. Seller or Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, enter into any settlement status and nature of any contest Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or otherwise compromise sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative regarding the conduct of or positions taken in any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior such proceeding and to the Closing Dateparticipate in such proceeding.

Controversies. (a) Purchaser shall promptly forward to notify Seller all notifications and other communications from upon receipt by Purchaser or any taxing authority Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events relating to Taxes (any such inquiry, claim, assessment, audit, examination, or similar event, a “Tax audit or other proceeding relating to the Tax liability of Seller Matter”) with respect to the Purchased Assets (with respect Company or its income, assets or operations for which Seller would be liable under this Agreement. Seller, at Seller’s sole cost and expense, shall have the authority to a taxable year or period (or portion thereof) ending on or prior to represent the Closing Date). The failure interests of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof the Company with respect to any increased Tax liability directly Matter relating to Taxes of the Company or indirectly attributable with respect to its income, assets, or operations for any taxable year or other taxable period that ends on or before the Closing Date (any such notification Tax Matter, a “Pre-Closing Tax Matter”) before the IRS, any other Taxing Authority or any other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller Governmental Entity, and its duly appointed representatives shall have the exclusive authority right to control the defense, compromise or other resolution of any audit or examination by any taxing authorityPre-Closing Tax Matter, initiate any claim for refundincluding responding to inquiries, amend any Tax Returnfiling Returns and contesting, resolve defending against and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of of, or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the to, a Pre-Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing DateMatter; provided, however, that neither Purchaser Seller nor any of its duly authorized representatives shallAffiliates shall enter into any settlement of or otherwise compromise any Pre-Closing Tax Matter that adversely affects or may adversely affect the Tax liability of Purchaser, the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that begins on the day after the Closing Date, without the prior written consent of SellerPurchaser, which consent shall not be unreasonably be withheld, enter into any settlement conditioned or delayed. Seller shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any contest Pre-Closing Tax Matter. Seller shall, in good faith, allow Purchaser, at Purchaser’s sole cost and expense, to make comments to Seller, regarding the conduct of or otherwise compromise positions taken in any issue that affects or may affect the property (or ad valorem) such Pre-Closing Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing DateMatter.

Controversies. Purchaser (a) Seller, or the Seller’s Representative, at its sole expense, shall promptly forward have the authority to Seller all notifications and other communications from represent the interests of GTN LLC with respect to any taxing authority inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to Date before the U.S. Internal Revenue Service, any increased Tax liability directly other taxing authority, any other governmental agency or indirectly attributable to authority or any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller court and its duly appointed representatives shall have the exclusive authority sole right to control any audit the defense, compromise or examination by any taxing authority, initiate any claim for refund, amend other resolution of any Tax ReturnMatter, resolve including responding to inquiries, filing Tax Returns and defend contesting, defending against and resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of of, or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Dateto, and Seller shall be entitled to any such Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing DateMatter; provided, however, that neither Purchaser Seller nor any of its duly authorized representatives shallAffiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of SellerBuyer, which consent shall not be unreasonably be withheld, enter into any settlement conditioned or delayed. Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any contest Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or otherwise compromise sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior such proceeding and to the Closing Dateparticipate in such proceeding.

Controversies. (a) Purchaser shall promptly forward to notify Seller all notifications and other communications from upon receipt by Purchaser or any taxing authority relating to Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any Tax audit inquiries, claims, assessments, audits or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets Taxes relating to a Pre-Closing Period for which Seller may reasonably be expected to be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date, a “Tax Matter”). The failure Seller, at Seller’s sole cost and expense, shall have the authority to represent the interests of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof the Company with respect to any increased Tax liability directly Matter before the IRS, any other taxing authority or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller Governmental Entity and its duly appointed representatives shall have the exclusive authority right to control any audit the defense, compromise or examination by any taxing authority, initiate any claim for refund, amend other resolution of any Tax ReturnMatter, resolve including responding to inquiries, filing Returns and defend contesting, defending against and resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, that neither Seller nor any of Seller’s Affiliates shall enter into any settlement of or relating to otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Seller Purchaser, the Company or any Affiliate of the foregoing for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) any period ending on or prior to after the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have including the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct portion of the operation of the Business for all taxable periods (or portions thereof) beginning Overlap Period that is after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, without the prior written consent of Purchaser. Seller shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. Seller shall, in good faith, allow Purchaser to make comments to Seller, which consent shall not unreasonably be withheld, enter into regarding the conduct of or positions taken in any settlement of any contest or otherwise compromise any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Datesuch proceeding.

Controversies. Purchaser (a) Buyer shall promptly forward to Seller all notifications and other communications notify the Sellers of the receipt by Buyer or the Company of written notice of any Proceedings from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller Taxing Authority with respect to Taxes of the Purchased Assets Company for which the Sellers would be required to indemnify any Buyer Indemnified Party pursuant to this Agreement (any such Proceeding, a “Tax Matter”). The Sellers may, at their own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by Section 8.5(b)). If the Sellers assume such defense, the Sellers shall have the authority, with respect to a taxable year such Tax Matter, to represent the interests of the Company before the relevant Taxing Authority and shall have the right to control the defense, compromise or period (or portion thereof) ending on or prior other resolution of any such Tax Matter subject to the Closing Date)limitations contained herein. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its own expense, separate from the counsel employed by the Sellers. The failure Sellers shall not enter into any settlement of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to otherwise compromise any such notification or other communication Tax Matter to the extent that the failure to provide such written notice it adversely affects or may adversely affect the ability Tax Liability of Seller to contest Buyer, the Company or any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice Affiliate of Tax deficiency or other adjustment of Taxes of or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct either of the operation of the Business foregoing for all taxable periods (or portions thereof) beginning after the any Post-Closing Date; providedTax Period, however, that neither Purchaser nor its duly authorized representatives shallincluding any Straddle Period, without the prior written consent of SellerBuyer. The Sellers shall keep Buyer fully and timely informed with respect to the commencement, which consent shall not unreasonably be withheld, enter into any settlement status and nature of any contest such Tax Matter, and will, in good faith, allow Buyer or otherwise compromise Buyer’ counsel to consult with the Sellers regarding the conduct of or positions taken in any issue that affects such Proceeding and to be present at any meetings or may affect Proceedings with the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Daterelevant Taxing Authority.

Controversies. Purchaser shall promptly forward to Seller all notifications and other communications from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives Times Mirror shall have the exclusive authority right, at its own expense, to control any audit or examination by any taxing authorityauthority ("Tax Audit"), initiate any claim for refund, amend any Tax Returncontest, resolve and defend against any assessment for additional Taxesas- sessment, notice of Tax deficiency deficiency, or other adjustment of Taxes of or proposed adjustment relating to any liability of Seller and all Taxes for all taxable periods and any Pre-Closing Tax Period or any period preceding a Pre-Closing Tax Period with respect to TMHE and the Business TMHE Subsidiaries and Purchased Assets for any and all taxable years or periods (or portions thereof) ending on or prior to Taxes of Mosby and the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable periodTMIP Entities. Purchaser McGraw-Hill shall have the exclusive authority right, at its own expense, to control any audit or examination by any taxing authorityother Tax Audit, initiate any other claim for refund, amend any Tax Returnand contest, resolve and defend against any assessment for additional Taxesother assessment, notice of Tax deficiency deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to TMHE and/or the TMHE Subsidiaries; provided that, with respect to any state and local or foreign Taxes for any Straddle Period, McGraw-Hill shall consult with Times Mirror with respect to the resolution of Taxes of any issue that would affect Times Mirror, and not settle any such issue, or file any amended return relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shallsuch issue, without the prior written consent of SellerTimes Mirror, which consent shall not unreasonably be withheld. Where consent to a settlement is withheld by the other party pursuant to this Section 12.06, enter into such other party may continue or initiate any settlement of any contest or otherwise compromise any issue further proceedings at its own ex- pense, provided that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year the first party, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or period (or portion thereof) ending on or prior amended return. Times Mirror shall furnish McGraw-Hill, TMHE and the TMHE Sub- sidiaries with its cooperation in a manner comparable to that described in Section 12.04 hereof to effect the Closing Datepurposes of this Section 12.06.

Controversies. Purchaser shall promptly forward to notify Seller all notifications in writing regarding, and other communications from within fifteen (15) days of, the receipt by Purchaser or any taxing authority relating to of its Affiliates of notice of any Tax audit inquiries, claims, assessments, audits or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets Seller Taxes (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax inquiry, claim, assessment, audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authoritysimilar event, initiate any claim for refund, amend any a “Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing DateMatter”); provided, however, that neither the failure of Purchaser nor to provide such timely notice to Seller shall not relieve Seller of its duly authorized representatives shallindemnification obligations pursuant to this Agreement, except if, and only to the extent that, such failure adversely affects Seller’s ability to contest such Tax Matter. Seller, at its sole expense, will have the authority to control the resolution of any Tax Matter before any Taxing Authority to the extent that such Tax Matter relates to items with respect to which Seller is obligated to indemnify Purchaser hereunder; provided, however, that Seller shall not enter into any settlement of or otherwise compromise any Tax Matter without the prior written consent of SellerPurchaser, which consent will not be unreasonably withheld or delayed; provided, further, that Purchaser or its designee shall not unreasonably be withheld, enter into entitled to participate in any settlement of any contest or otherwise compromise any issue that affects or may affect such defense with separate counsel at the property (or ad valorem) Tax liability expense of Seller for (to the extent that such expense is reasonable) if so requested by Seller or if, in the reasonable opinion of counsel to Purchaser, a conflict or potential conflict exists between Seller and Purchaser that would make such separate representation advisable. In all other cases, Purchaser shall be entitled to participate in any taxable year such defense at its own expense. The withholding of Purchaser’s consent to a settlement or other compromise shall be deemed reasonable if such settlement or other compromise could reasonably be expected to have an adverse impact on Purchaser or any of its Affiliates in any Straddle Period or any period (or portion thereof) ending on or prior to beginning after the Closing Date. Seller will keep Purchaser fully and timely informed with respect to the commencement, status, and nature of any Tax Matter. Seller will, in good faith, allow Purchaser and its counsel to consult with it regarding the conduct of or positions taken in any such proceeding. Where consent is properly withheld by Purchaser pursuant to this Section 5.7(d), Purchaser may continue or initiate any further proceedings at its own expense.

Controversies. Purchaser Notwithstanding Section 9.6(c), this Section 10.4 shall promptly forward to Seller all notifications and other communications from control any taxing authority relating to any Tax audit inquiries, assessments, proceedings or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets Taxes. Buyer shall promptly notify Seller: (a) upon receipt by Buyer or any Affiliate of Buyer of any notice of any inquiries, assessments, proceedings or similar events received from, or on behalf of, any Taxing Authority with respect to a taxable year Taxes of the Company for which Seller may be required to reimburse any Buyer Indemnitee pursuant to this Agreement; or period (or portion thereofb) ending on or prior to the Closing Date). The Buyer or any Affiliate of Buyer making any voluntary contact with any Taxing Authority relating to a failure of Purchaser the Company to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to file a Tax Return or pay Taxes for any increased Pre-Closing Tax liability directly Period (any matter set forth in clause (a) or indirectly attributable to any such notification or other communication to the extent (b), a “Tax Matter”); provided, however, that the failure to provide such written notice adversely affects with respect to subclause (a) will not affect Buyer’s right to indemnification under this Agreement except to the ability extent that Seller’s defense of Seller to contest any claim arising from such Tax audit or other proceedingMatter is prejudiced by such failure. Seller may participate in and, if such Tax Matter relates solely to a Tax for which Seller may be liable and its duly appointed representatives upon notice to Buyer within 30 days of receipt of Buyer’s original notice, assume the defense of such Tax Matter. If Seller assumes such defense: (i) Seller shall have the exclusive authority authority, with respect to such Tax Matter, to represent, at its own expense, the interests of the Company before the relevant Taxing Authority and Seller shall have the right to control the defense, compromise or other resolution of any audit or examination by any taxing authoritysuch Tax Matter subject to the limitations contained herein, initiate any claim for refundincluding responding to inquiries, amend any Tax Returnand contesting, resolve defending against and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; (ii) Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, solely at its own expense, separate from the counsel employed by Seller; (iii) Seller shall not enter into any settlement of or relating otherwise compromise such Tax Matter to any the extent that it materially adversely affects the Tax liability of Seller for all taxable periods Buyer, the Company or any Affiliate of the foregoing without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; and (iv) Seller, if it has assumed the defense, shall keep Buyer informed with respect to the Business commencement, status and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Datenature of such Tax Matter, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve will reasonably cooperate with Buyer and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or consult with it regarding the conduct of or positions taken in any such proceeding. If Seller does not assume the operation defense of any Tax Matter, or if any Tax Matter does not relate solely to a Tax for which Seller may be liable, then: (A) Buyer shall not enter into any settlement or otherwise compromise such Tax Matter to the Business for all taxable periods (or portions thereof) beginning after extent it adversely affects the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, Tax liability of Seller without the prior written consent of Seller, which consent shall not be unreasonably be withheld, enter into any settlement conditioned or delayed; (B) Seller shall have the right (but not the duty) to participate in the defense of any contest or otherwise compromise any issue that affects or may affect the property such Tax Matter and to employ counsel, solely at its own expense, separate from counsel employed by Buyer, and (or ad valoremC) Tax liability of Buyer shall keep Seller for any taxable year or period (or portion thereof) ending on or prior informed with respect to the Closing Datecommencement, status and nature of such Tax Matter, and will reasonably cooperate with Seller and consult with it regarding the conduct of or positions taken in such Tax Matter.

Controversies. (a) Purchaser shall promptly forward to notify Seller all notifications and other communications from upon receipt by Purchaser or any taxing authority relating to Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any Tax audit inquiries, claims, assessments, audits or other proceeding relating to the Tax liability of Seller similar events with respect to the Purchased Assets (with respect Taxes relating to a taxable year or period (or portion thereof) ending on or prior to the Closing DateDate for which the Company or Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). The failure Seller, or its Representative, at Seller’s sole expense, shall have the authority to represent the interests of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof the Company with respect to any increased Tax liability directly Matter before the IRS, any other taxing authority or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller Governmental Entity and its duly appointed representatives shall have the exclusive authority right to control any audit the defense, compromise or examination by any taxing authority, initiate any claim for refund, amend other resolution of any Tax ReturnMatter, resolve including responding to inquiries, filing Tax Returns and defend contesting, defending against and resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, a Tax Matter; provided, that Seller and its Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter relating to any non-Income Taxes that adversely affects or may adversely affect the Tax liability of Seller Purchaser or the Company or any of their respective Subsidiaries or Affiliates for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) any period ending on or prior to after the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have including the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct portion of the operation of the Business for all taxable periods (or portions thereof) beginning Overlap Period that is after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, without the prior written consent of SellerPurchaser, which consent shall not be unreasonably be withheld, enter into any settlement conditioned or delayed. Seller shall keep Purchaser fully and timely informed with respect to the commencement, status and nature of any contest Tax Matter relating to non-Income Taxes. Seller shall, in good faith, allow Purchaser to make comments to Seller regarding the conduct of or otherwise compromise positions taken in any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior such proceeding relating to the Closing Datenon-Income Taxes.

Controversies. Purchaser Buyer shall promptly forward cause the Company to Seller all notifications and other communications notify Sellers’ Representative in writing within ten (10) days of the receipt by Buyer or the Company of any notice of any inquiries, assessments, Proceedings or similar events received from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller Taxing Authority with respect to Taxes of the Purchased Assets Company for a Pre-Closing Tax Period which Sellers or Holdco may be responsible for payment, directly or indirectly (any such inquiry, assessment, Proceeding, litigation, audit or similar event, a “Tax Matter”). Sellers’ Representative may, at his own expense, participate in and, upon written notice to Bxxxx, assume the defense of any such Tax Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to a Tax Matter related solely to any taxable year or period (or portion thereof) ending on or prior before the Closing Date (a “Seller Tax Contest”), to represent the interests of the Company before the relevant Taxing Authority and have the right to control the defense, compromise or other resolution of such Tax Matter subject to the Closing Date). The failure of Purchaser limitations contained herein, including responding to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller inquiries, and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authoritycontesting, initiate any claim for refund, amend any Tax Return, resolve defending against and defend against resolving any assessment for additional Taxes, Taxes or notice of Tax deficiency or other adjustment of Taxes of of, or relating to any liability of to, such Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable periodMatter. Purchaser Buyer shall have the exclusive authority right (but not the duty) to control participate in the defense of such Seller Tax Matter that Sellers’ Representative is defending and to employ counsel, at its own expense, separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any audit settlement of, or examination by otherwise compromise, any taxing authority, initiate any claim for refund, amend any such Seller Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference Matter to the Purchased Assets extent the resolution of such Seller Tax Matter could reasonably be expected to adversely affect the Tax liability of Buyer, the Company or the conduct any Affiliate of the operation of the Business foregoing for all taxable periods (or portions thereof) beginning after the a Post-Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, Tax Period without the prior written consent of SellerBuyer. Sellers’ Representative shall keep Buyer informed with respect to the commencement, which consent shall not unreasonably be withheldstatus, enter into any settlement and nature of any contest such Seller Tax Matter, and will, in good faith, allow Buyer to consult with him regarding the conduct of or otherwise compromise positions taken in any issue such Proceeding. With respect to all other Tax Matters or if Sellers’ Representative does not assume the defense of a Seller Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and shall consult with Sellers’ Representative with respect to such Tax Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such Tax Matter that affects Buyer or may affect the property Company is defending and to employ counsel, at his own expense, separate from counsel employed by Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to consent to the Closing Date.settlement or compromise of) such Tax Matter without the prior written consent of Sellers’ Representative if such settlement or compromise would cause Sellers or Holdco to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ or Holdco’s liability for Taxes under this Article 9. In the event of any conflict between this Section 9.3 and Section 10.4, this Section 9.3 shall control