Common use of Audits and Contests Clause in Contracts

Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global shall have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article II. (b) If the conduct or settlement of any portion or aspect of any examination or contest of a party’s Tax Return could reasonably be expected to obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II, then (i) the other Company shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Company exercises that right, such party shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II without the consent of the other Company (which consent shall not unreasonably be withheld or delayed). Within 15 Business Days of the commencement of any such examination or contest, such party shall give the other Company notice of, and consult with the other Company with respect to, any issues that could reasonably be expected to obligate the other Company as described in the preceding sentence; provided, however, that the other Company shall not be relieved of any obligation to make additional payments under this Agreement if such party fails to timely deliver the notice described above except to the extent that the other Company is actually prejudiced thereby. If the other Company does not respond to such party’s request for consent within 15 Business Days, the other Company shall be deemed to have consented.

Audits and Contests. (a) Subject Select or Concentra, as applicable, shall, within ten (10) Business Days of becoming aware of any Tax Contest that could reasonably be expected to Section 6.01(bcause the other Party to be liable for any Taxes (including pursuant to an indemnification obligation under this Agreement), notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 5.01(a) (ior to promptly forward any such notices or communications) Ashland Global shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have exclusive been actually and sole responsibility and control with respect to the conduct and settlement of any examinations and contests materially prejudiced by a Taxing Authority of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article IIsuch failure. (b) If Select shall have the conduct right to control the conduct, settlement, resolution or settlement abandonment of (i) any portion Tax Contest that relates to any Select Prepared Return, (ii) any Transaction Tax Contest and (iii) any other Tax Contest with respect to a member of the Select Consolidated Group or aspect of any examination the Concentra Consolidated Group that (A) relates (in whole or contest of in part) to a party’s Tax Return Pre-Distribution Period or (B) could reasonably be expected to have an adverse tax impact on a member of the Select Consolidated Group (any such Tax Contest in clauses (i) through (iii), a “Specified Tax Contest”). If Select elects to control the conduct, settlement, resolution or abandonment of any Specified Tax Contest that could reasonably be expected to (i) obligate the other Company Concentra to make an indemnity payment under Article IV II or result in an additional payment obligation of the other Company (ii) cause Concentra to be liable for any Taxes for which it is not indemnified under Article II, then (i) Select shall keep Concentra reasonably informed regarding the other Company shall have the right progress and substantive aspects of such Specified Tax Contest and, subject to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Company exercises that rightSection 5.01(c), such party Select shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV settlement, resolution or result in an additional payment obligation abandonment of the other Company under Article II such Specified Tax Contest without the consent of the other Company Concentra (which such consent shall not to be unreasonably be withheld withheld, conditioned or delayed). Within 15 Business Days For the avoidance of doubt, Concentra shall have no rights with respect to any Specified Tax Contest relating to a Select Consolidated Return. (c) Notwithstanding Section 5.01(b), Select may accept or enter into any settlement, resolution or abandonment of any of the commencement following Specified Tax Contests it elects to control under Section 5.01(b) without the consent of Concentra: (i) any Specified Tax Contest for which Select notifies Concentra that (notwithstanding the rights and obligations of the Parties under this Agreement) Select agrees to pay (and indemnify Concentra against) any Taxes resulting from such examination or contest, such party shall give the other Company notice of, and consult with the other Company with respect to, Specified Tax Contest; and (ii) any issues Specified Tax Contest that could not reasonably be expected to obligate cause Concentra to be liable for any Taxes (including pursuant to an indemnification obligation under Article II) in excess of $1 million, as determined in good faith by Select. (d) Concentra shall be required to control (at its own expense) the other Company as described conduct, settlement, resolution or abandonment of any Specified Tax Contest that Select elects not to control (unless Select subsequently elects to control such Specified Tax Contest); provided that Concentra shall keep Select reasonably informed regarding the progress and substantive aspects of such Specified Tax Contest and Concentra shall not accept or enter into any settlement, resolution or abandonment of such Specified Tax Contest without the consent of Select (such consent not to be unreasonably withheld, conditioned or delayed). (e) Notwithstanding anything in this Agreement to the preceding sentence; providedcontrary, howeverno Party shall be required to (i) file any Select Prepared Return or Concentra Prepared Return or (ii) settle, resolve or abandon any Tax Contest, in each case if such Party determines, in its sole discretion exercised in good faith, that the other Company shall not be relieved such filing, settlement, resolution or abandonment is reasonably likely to expose such Party, any of its Affiliates or any obligation of its or its Affiliates’ representatives to make additional payments under this Agreement if such party fails to timely deliver the notice described above except to the extent that the other Company is actually prejudiced thereby. If the other Company does not respond to such party’s request for consent within 15 Business Days, the other Company shall be deemed to have consentedcriminal penalties or monetary sanctions.

Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global BMS shall have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of the respective Separate Tax Returns that each party BMS is responsible for preparing filing under Article II. (b) If the conduct or settlement of any portion or aspect of any examination or contest of a party’s Tax Return could reasonably be expected to obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II; provided, then (i) the other Company shall have the right to share joint control over the conduct and settlement of however, that portion or aspect and (ii) whether or not the other Company exercises that right, such party BMS shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II without the consent of the other Company MJN (which consent shall not unreasonably be withheld or delayed)) settle any matter for which MJN would be required to indemnify under Section 4.02 or which would result in an additional payment obligation of MJN under Article II. If MJN does not respond to BMS’s request for consent within 15 Business Days, MJN shall be deemed to have consented. Within 15 Business Days of the commencement of any such examination audit proceeding or contest, such party BMS shall give the other Company MJN notice of, of and consult with the other Company MJN with respect to, to any issues that could reasonably be expected relating to obligate items of income, gain, loss, deduction or credit of any member of the other Company as described in the preceding sentenceMJN Group (any such items, “MJN Return Items”); provided, however, that the other Company MJN shall not be relieved of any obligation to make additional payments under this Agreement if such party BMS fails to timely deliver the notice described above except to the extent that the other Company MJN is actually prejudiced thereby. If Notwithstanding the other Company does not respond foregoing, BMS shall have the exclusive and sole right to determine the forum in which to contest any matter described in this Section 6.01(a), and if it chooses to pay the disputed tax and seek a refund, then MJN shall either (i) promptly pay to BMS the amount of such partydisputed tax with respect to which MJN would be required to indemnify under Section 4.02 or which could result in an additional payment obligation of MJN under Article II or (ii) agree to pay BMS interest at the rate specified in Section 8.01, dating from the date of BMS’s request for consent within 15 Business Dayspayment of such disputed tax, with respect to the other Company shall be deemed to have consentedamount so paid.

Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global Buyer shall notify the Sellers’ Representative upon receipt by Buyer or any of its Affiliates of any written notice of any inquiries, assessments, proceedings or similar events received from any Tax Authority with respect to Taxes of the Companies for Pre-Closing Tax Periods, other than with respect to a Straddle Period (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). The Sellers’ Representative may, at the expense of the Sellers’ Representative, participate in and, upon written notice by the Sellers’ Representative to Buyer, assume the defense of any such Tax Matter. If the Sellers’ Representative assumes such defense, the Sellers’ Representative shall have exclusive the authority, with respect to any Tax Matter, to represent the interests of the Companies before the relevant Tax Authority and sole responsibility have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and control 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 Tax Matter. If the Sellers’ Representative assumes such defense, the Sellers’ Representative will be entitled to defend and settle such Tax Matter. The Sellers’ Representative shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of, or positions taken in, any such proceeding. Notwithstanding anything in this Agreement to the contrary, the Sellers’ Representative shall not settle or otherwise compromise any Tax Matter without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except that no consent shall be required for a settlement or compromise that involves only the payment of money and does not adversely affect in a legally binding manner the Tax liability of the Companies with respect to any Post-Closing Tax Period. (ii) Buyer has the right to represent the interests of the Companies before the relevant Tax Authority with respect to any inquiry, assessment, proceeding or other similar event 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 subject to the limitations contained herein, 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 the Sellers’ Representative would be required to reimburse Buyer pursuant to this Agreement with respect to such Straddle Period Tax Matter, then (A) Buyer shall notify the Sellers’ Representative upon receipt by Buyer or any of its Affiliates of any notice of such Straddle Period Tax Matter, (B) the Sellers’ Representative has the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Buyer, (C) Buyer shall not enter into any settlement of or otherwise compromise any examinations and contests by a Taxing Authority such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of any Ashland Global Consolidated Returns Sellers without the prior written consent of the Sellers’ Representative, such consent not to be unreasonably withheld, conditioned or Ashland Global Combined Returns delayed and (ii)Ashland Global D) Buyer shall, in good faith, consult with the Sellers’ Representative regarding the conduct of, or positions taken in, any such proceeding and Valvoline shall each have exclusive and sole responsibility and control keep the Sellers’ Representative reasonably informed with respect to the conduct commencement, status, and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article II. (b) If the conduct or settlement of any portion or aspect of any examination or contest of a party’s Tax Return could reasonably be expected to obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II, then (i) the other Company shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Company exercises that right, such party shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II without the consent of the other Company (which consent shall not unreasonably be withheld or delayed). Within 15 Business Days of the commencement nature of any such examination or contest, such party shall give the other Company notice of, and consult with the other Company with respect to, any issues that could reasonably be expected to obligate the other Company as described in the preceding sentence; provided, however, that the other Company shall not be relieved of any obligation to make additional payments under this Agreement if such party fails to timely deliver the notice described above except to the extent that the other Company is actually prejudiced thereby. If the other Company does not respond to such party’s request for consent within 15 Business Days, the other Company shall be deemed to have consentedStraddle Period Tax Matter.

Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global shall have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland ii) Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article II. (b) If the conduct or settlement of any portion or aspect of any examination or contest of a party’s Tax Return could reasonably be expected to obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II, then (i) the other Company shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Company exercises that right, such party shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II without the consent of the other Company (which consent shall not unreasonably be withheld or delayed). Within 15 Business Days of the commencement of any such examination or contest, such party shall give the other Company notice of, and consult with the other Company with respect to, any issues that could reasonably be expected to obligate the other Company as described in the preceding sentence; provided, however, that the other Company shall not be relieved of any obligation to make additional payments under this Agreement if such party fails to timely deliver the notice described above except to the extent that the other Company is actually prejudiced thereby. If the other Company does not respond to such party’s request for consent within 15 Business Days, the other Company shall be deemed to have consented.

Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global Buyer shall notify Sellers’ Representative upon receipt by Buyer or any of its Affiliates of any written notice of any inquiries, assessments, proceedings or similar events received from any Tax Authority with respect to Taxes of the Acquired Companies for Pre-Closing Tax Periods other than with respect to a Straddle Period Tax Matter (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). Sellers’ Representative may, at the expense of Sellers’ Representative, participate in and, upon written notice by Sellers’ Representative to Buyer, assume the defense of any such Tax Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative shall have exclusive the authority, with respect to any Tax Matter, to represent the interests of the Acquired Companies before the relevant Tax Authority and sole responsibility have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, and control 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 Tax Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative will be entitled to defend and settle such Tax Matter. Sellers’ Representative shall keep Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and will, in good faith, allow Buyer to consult with it regarding the conduct of or positions taken in any such proceeding. Notwithstanding anything in this Agreement to the contrary, Sellers’ Representative shall not settle or otherwise compromise any Tax Matter without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, except that no consent shall be required for a settlement or compromise that involves only the payment of money and does not adversely affect in a legally binding manner the Tax liability of the Acquired Companies with respect to any Post-Closing Tax Period. (ii) Buyer has the right to represent the interests of the Acquired Companies before the relevant Tax Authority with respect to any inquiry, assessment, proceeding or other similar event relating to a Straddle Period (a “Straddle Period Tax Matter”) and have the right to control the defense, compromise or other resolution of any such Straddle Period Tax Matter subject to the limitations contained herein, 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 Sellers’ Representative would be required to reimburse Buyer pursuant to this Agreement with respect to such Straddle Period Tax Matter then: (A) Buyer shall notify Sellers’ Representative upon receipt by Buyer or any of its Affiliates of any notice of such Straddle Period Tax Matter; (B) Sellers’ Representative has the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Buyer; (C) Buyer shall not enter into any settlement of or otherwise compromise any examinations and contests by a Taxing Authority such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of any Ashland Global Consolidated Returns the Sellers without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld, conditioned or Ashland Global Combined Returns delayed; and (ii)Ashland Global D) Buyer shall, in good faith, consult with Sellers’ Representative regarding the conduct of or positions taken in any such proceeding and Valvoline shall each have exclusive and sole responsibility and control keep Sellers’ Representative reasonably informed with respect to the conduct commencement, status, and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article II. (b) If the conduct or settlement of any portion or aspect of any examination or contest of a party’s Tax Return could reasonably be expected to obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II, then (i) the other Company shall have the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Company exercises that right, such party shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II without the consent of the other Company (which consent shall not unreasonably be withheld or delayed). Within 15 Business Days of the commencement nature of any such examination or contest, such party shall give the other Company notice of, and consult with the other Company with respect to, any issues that could reasonably be expected to obligate the other Company as described in the preceding sentence; provided, however, that the other Company shall not be relieved of any obligation to make additional payments under this Agreement if such party fails to timely deliver the notice described above except to the extent that the other Company is actually prejudiced thereby. If the other Company does not respond to such party’s request for consent within 15 Business Days, the other Company shall be deemed to have consentedStraddle Period Tax Matter.

Audits and Contests. (a) Subject to Section 6.01(b), The Purchaser shall promptly notify the Seller in writing upon receipt by the Purchaser or any affiliate of the Purchaser (iincluding the Company or any member of the Company Group) Ashland Global shall have exclusive and sole responsibility and control of any communication with respect to any Tax Matter (or pending or threatened Tax Matter) relating to any Tax period beginning on or before the conduct and settlement Closing Date or to the Specified Leases. The Purchaser shall include with such notification a complete copy of any examinations and contests written communication received by a Taxing Authority the Purchaser or any affiliate of the Purchaser (including the Company or any member of the Company Group) in respect of such Tax Matter. The failure of the Purchaser to promptly forward such notification in accordance with the immediately preceding sentence shall not relieve the Seller of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect obligation under this Agreement, except to the conduct and settlement of any examinations and contests by a Taxing Authority extent that the failure to promptly forward such notification actually prejudices the ability of the respective Separate Returns that each party is responsible for preparing under Article IISeller to contest such Tax Matter. (b) If The Seller (or such member of the conduct or settlement Pitney Bowes Group as the Seller shall designate) shall have the sole right xx xepresent the interests of the members of the Pitney Bowes Group and the members of the Company Group, to employ counsex xx its choice at its expense and to make decisions with respect to settlements in any Tax Matter relating to (A) any consolidated federal Income Tax Returns of the Pitney Bowes Consolidated Group, (B) any Combined Tax Return, (C) any Tax Rexxxx of any portion member of the Pitney Bowes Group, (D) any Tax Returns for all members of the Company Groux xxx all taxable years or aspect periods ending on or before the Closing Date and (E) the elections contemplated by this Agreement under Section 338(h)(10) of the Code or under any analogous provisions of state or local law. (c) The Purchaser (or such member of the Company Group as the Purchaser shall designate) shall have the sole right to represent the interests of the members of the Company Group, to employ counsel of its choice at its expense and to make decisions with respect to settlements in any Tax Matter relating to any Tax Returns of the Company or its subsidiaries relating to Post-Closing Taxable Periods (other than Straddle Period Tax Returns); PROVIDED, HOWEVER, that, to the extent that such Tax Matter involves any issue that could materially affect the amount of Taxes for which any member of the Pitney Bowes Group is liable in a Pre-Closing Tax Period (or for other Taxex xxxh respect to which the Seller is required to indemnify the Purchaser pursuant to Section 9.07(a)), the Purchaser shall (i) keep the Seller informed of all material developments relating to such Tax Matter; (ii) act in a reasonable manner and in good faith in discussing such issue with the relevant tax authority and contesting such Tax Matter; and (iii) contest, and shall not settle or compromise such Tax Matter unless the Purchaser reasonably determines in good faith that (x) based on discussions with tax counsel, such settlement or compromise is an appropriate resolution of such Tax Matter taking into account only the applicable facts, applicable law and hazards and costs of controversy in respect of such Tax Matter standing alone and (y) the Purchaser would find such settlement acceptable if the Purchaser (and not any member of the Pitney Bowes Group) were required to bear the tax consequences of the sexxxxxent of such Tax Matter for all relevant Tax periods. (d) The Seller (or such member of the Pitney Bowes Group as the Seller shall designate) shall have the sole right xx xepresent the interests of the members of the Pitney Bowes Group and the members of the Company Group and to employ counsxx xx its choice in any Tax Matter related to any Straddle Period Tax Return. The Seller shall have absolute discretion with respect to any decisions to be made, or the nature of any examination or contest of action to be taken, with respect to any Tax Matter related to a party’s Straddle Period Tax Return could reasonably be expected described in the preceding sentence; PROVIDED, HOWEVER, with respect to obligate Tax Matters that affect the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article IICompany's Tax liability, then (i) the other Company Seller shall keep the Purchaser informed of all material developments and events relating to such matters to the extent they affect the Company's Tax liability, (ii) at its own cost and expense, the Purchaser shall have the right to share joint control over participate in the conduct and settlement defense of that portion or aspect any such tax claim, and (iiiii) whether or not neither the other Company exercises that right, Seller nor the Purchaser shall take any action in respect of such party shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II claim without the consent of the other Company (which party hereto, such consent shall not to be unreasonably be withheld withheld, conditioned or delayed). Within 15 Business Days of the commencement of any such examination or contest, such party shall give the other Company notice of, and consult with the other Company with respect to, any issues that could reasonably be expected to obligate the other Company as described in the preceding sentence; provided, however, that the other Company shall not be relieved of any obligation to make additional payments under this Agreement if such party fails to timely deliver the notice described above except to the extent that the other Company is actually prejudiced thereby. If the other Company does not respond to such party’s request for consent within 15 Business Days, the other Company shall be deemed to have consented.

Audits and Contests. (a) Subject to Section 6.01(b), (i) Ashland Global Parent shall have exclusive promptly notify the Stockholder Representative in writing upon receipt by Parent or its Affiliates (including the Company and sole responsibility and control with respect to the conduct and settlement its Subsidiaries) of notice of any examinations and contests by pending or threatened Tax audit, assessment or Action (a Taxing Authority of any Ashland Global Consolidated Returns or Ashland Global Combined Returns and (ii)Ashland Global and Valvoline shall each have exclusive and sole responsibility and control with respect to the conduct and settlement of any examinations and contests by a Taxing Authority of the respective Separate Returns that each party is responsible for preparing under Article II. (b) If the conduct or settlement of any portion or aspect of any examination or contest of a party’s “Tax Return could Proceeding”), which would reasonably be expected to obligate affect the other Company to make an indemnity payment under Article IV or result in an additional payment obligation indemnification obligations of the other Company Stockholders under Article IISection 8.2 in respect of Section 4.12, then (i) provided that the other Company shall have failure to give notice will not relieve the right to share joint control over the conduct and settlement of that portion or aspect and (ii) whether or not the other Company exercises that right, such party shall not accept or enter into any settlement that would obligate the other Company to make an indemnity payment under Article IV or result in an additional payment obligation of the other Company under Article II without the consent of the other Company (which consent shall not unreasonably be withheld or delayed). Within 15 Business Days of the commencement Stockholders of any such examination or contest, such party shall give the other Company notice of, and consult with the other Company with indemnification obligations they may have in respect to, any issues that could reasonably be expected to obligate the other Company as described in the preceding sentence; provided, however, that the other Company shall not be relieved of any obligation to make additional payments under this Agreement if such party fails to timely deliver the notice described above Section 4.12 except to the extent that the other Company their position is actually prejudiced therebyas a result of the failure to give timely notice. Subject to Sections 6.8(f)(iii) and (iv), the Stockholder Representative shall have the sole right, at the expense of the Stockholders, to represent the interests of the Company and its Subsidiaries and to employ counsel of its choice in any Tax Proceeding relating to Pre-Closing Tax Periods (other than a Tax Proceeding involving a Straddle Period), to the extent the Stockholders would reasonably be expected to be required to indemnify Parent Indemnified Parties under Section 8.2 in respect of the Taxes at issue in such Tax Proceeding if such Tax Proceeding is resolved adversely, by notifying Parent in writing within thirty (30) calendar days from the receipt from Parent of the notice described in the first sentence of this Section 6.8(f)(i) of its intention to assume control of the conduct of such Tax Proceeding. If a shorter response period is required by such notice, and Parent has not received the Stockholder Representative’s notification by the time the response to the relevant Tax Authority is required, Parent may temporarily assume responsibility for such Tax Proceeding, but shall relinquish control to the Stockholder Representative if the Stockholder Representative satisfies the requirements of the preceding sentence in the manner and in the time frame specified therein. Parent shall be entitled (at Parent’s expense) to attend such Tax Proceeding (whether such Tax Proceeding is conducted in person, by telephone or otherwise) with its representatives and to receive copies of all material written communications, materials and submissions related to such Tax Proceeding received from, or provided to, the Tax Authority and the Stockholder Representative shall keep Parent informed on a timely basis of all material developments. If the other Stockholder Representative declines to assume the control of such Tax Proceeding, Parent shall have the right, at the expense of the Stockholders, to assume control of the conduct and resolution of such Tax Proceeding; provided that no settlement of such Tax Proceeding shall be made without the prior written consent of the Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Parent shall have the right, with counsel of its choice, to represent the interests of the Company does not respond and any of its Subsidiaries in any Tax Proceeding involving a Straddle Period of the Company or any of its Subsidiaries. The Stockholder Representative may participate in any such Tax Proceeding at the expense of the Stockholders and the Stockholder Representative shall be kept informed on a timely basis of all material developments with respect to such partyTax Proceeding. The Stockholder Representative’s request consent shall be required prior to the settlement of any Tax Proceeding relating to a Straddle Period, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) In the event the resolution of all or a portion of a Tax Proceeding with respect to a Pre-Closing Tax Period the conduct of which is controlled by the Stockholder Representative could result in an increase in Taxes or a loss of Tax benefits in a Post-Closing Tax Period for consent within 15 Business Daysthe Company or any of its Subsidiaries, the other Company Stockholder Representative shall control the conduct and resolution of such Tax Proceeding provided that the Stockholder Representative shall not settle or resolve such Tax Proceeding, if such settlement or resolution would have such effect, without the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed. (iv) In the event a Tax Proceeding involves Pre-Closing Tax Periods and Post-Closing Tax Periods and the parties are not able to separate the periods into separate Tax Proceedings, then the Stockholder Representative and Parent shall jointly control the conduct and resolution of such Tax Proceeding or portion thereof. Each party shall be deemed entitled to have consentedemploy counsel of its choice at its own expense. (v) If there is a dispute between the Stockholder Representative and Parent regarding the conduct or resolution of any Tax Proceeding or portion thereof described in Section 6.8(f)(iv) or the resolution of any Tax Proceeding or portion thereof described in Section 6.8(f)(ii) or (iii), such dispute shall be referred to the Tax Arbitrator. Each of the Stockholder Representative and Parent shall present its position to the Tax Arbitrator, which shall decide which position shall be adopted. The Tax Arbitrator shall not be entitled to accept any other position, unless the Stockholder Representative and Parent shall so agree in writing. The decision of the Tax Arbitrator shall be final and binding, and its fees and costs shall be paid 50% by the Stockholders and 50% by Parent.