Common use of Certain Controversies Clause in Contracts

Certain Controversies. This Section 7.6(f) and not Section 10.4 will control any inquiry, assessment, Proceeding, or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period of Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of any notice of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the Stockholders’ Representative will have 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 counsel employed by Xxxxxxxxx, and ​

Certain Controversies. This Section 7.6(fIf any Taxing Authority issues to any Sale Company (i) and a written notice of its intent to audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of any of the Sale Companies for periods ending prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns of any of the Sale Companies for periods beginning on or prior to the Closing Date, the Company or the relevant Sale Company shall notify Lear of their receipt of such communication from the Taxing Authority within ten (10) Business Days after receiving such written notice. No failure or delay of the Company or the relevant Sale Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of Lear pursuant to this Agreement, except to the extent that such failure or delay shall preclude Lear from defending against any liability or claim for Taxes that Lear is obligated to pay hereunder. The Company shall not Section 10.4 will control allow any of the Sale Companies to settle or otherwise resolve any such deficiency, reassessment, adjustment or assertion of claim or demand without the prior written approval of Lear, which consent shall not be unreasonably withheld or delayed. Lear shall have the right to represent the interests of the Sale Companies before the relevant Taxing Authority with respect to any inquiry, assessmentproceeding, Proceedingclaim, demand or assessment or other similar event relating to any Taxes for a Pre-taxable period that begins before and ends on or before the Closing Tax Period or Straddle Period of Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of any notice of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period Date (a “Pre-Closing Period Tax Matter”). The Stockholders’ Representative will , and Lear shall have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Period Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Period Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative . Lear shall not enter into any settlement of or otherwise compromise any such Pre-Closing Period Tax Matter to the extent that it adversely affects the Tax liability of the Company without the prior written consent of Purchaserthe Company, which consent shall not be unreasonably conditioned, withheld, withheld or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will Lear shall have the right to represent the interests of the Company and its Subsidiaries Sale Companies before the relevant Governmental Entity Taxing Authority with respect to any inquiry, proceeding, claim, demand or assessment or other similar event relating to a taxable period that begins before but does not end on or before the Closing Date to the extent such inquiry, proceeding, claim, demand or assessment or other similar event could give rise to a liability for which Lear could be liable under this Agreement (a “Straddle Period Tax Matter Matter”), and has Lear shall have the right to control the defense, compromise, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns, Returns and contesting, defending against, 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 would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the Stockholders’ Representative will The Company shall have 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 XxxxxxxxxLxxx, and ​Lxxx shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.

Certain Controversies. This Section 7.6(f8.10(e) and not Section 10.4 will 8.06 shall control any inquiry, assessment, Proceeding, proceeding or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period with respect to the Taxes of the Company, any of its Subsidiaries or the Surviving Corporation. Each of Parent and the Company and its Subsidiaries, on the one hand, and Representative, on the other hand, shall promptly notify Parent or Representative (as the case may be) in writing of any written notice of any inquiry, assessment, proceeding or other similar event relating to any Pre-Closing Tax Period or Straddle Period with respect to the Taxes of the Company, any of its Subsidiaries or the Surviving Corporation received by them involving the Company or any of its Subsidiaries which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article 8; provided, however, that a failure to give such notice will not affect the right to indemnification under this Agreement absent actual prejudice. Representative shall have the right to represent the interests of the Company, any of its Subsidiaries or the Surviving Corporation before the relevant Governmental Body with respect to any inquiry, assessment, proceeding or other similar event relating to the Taxes of the Company or its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of any notice of any Tax Matter relating that relates solely to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries taxable period that ends on or before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter Date and has shall have the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, however that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without have acknowledged in writing to Parent the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests unqualified obligation of the Company and its Subsidiaries before Holders to indemnify the relevant Governmental Entity Parent Indemnitees with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1ii) the Stockholders’ Representative will Parent shall have 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 counsel employed by XxxxxxxxxRepresentative, and ​(iii) Representative shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it could adversely affect the Surviving Corporation or any of its Affiliates without the prior written consent of Parent, which consent shall not be unreasonably conditioned, withheld or delayed. With respect to any Tax Matter that relates solely to any Pre-Closing Tax Period that could reasonably be expected to result in a Loss that could exceed the remaining balance under the Cap, (i) each such party may participate in the Tax Matter and (ii) the audit or proceeding shall be controlled by that party which may be liable for a greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods (assuming payment of the full amount of the Loss and with giving effect to the Cap). Parent shall have the right to represent the interests of the Company, any of its Subsidiaries or the Surviving Corporation before the relevant Governmental Body with respect to any Tax Matter than does not relate solely to any taxable period that ends on or before the Closing Date and shall have the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however if the Holders would be required to indemnify Parent, the Surviving Corporation or any of their Affiliates pursuant to Section 8.02(a)(i) of this Agreement with respect to such Tax Matter then: (i) Representative shall have 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 counsel employed by Parent, and (B) Parent shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the Holders without the prior written consent of Representative, which consent shall not be unreasonably conditioned, withheld or delayed.

Certain Controversies. This Section 7.6(fIf any Taxing Authority issues to either Sale Company (i) and a written notice of its intent to audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of either Sale Company for periods ending prior to the Closing Date or (ii) a written notice of deficiency, a written notice of reassessment, a written proposed adjustment, a written assertion of claim or written demand concerning Taxes or Tax Returns of either Sale Company for periods beginning on or prior to the Closing Date, the Buyers or the relevant Sale Company shall notify the Sellers of their receipt of such communication from the Taxing Authority within ten (10) Business Days after receiving such written notice. No failure or delay of the Buyers or the relevant Sale Company in the performance of the foregoing shall reduce or otherwise affect the obligations or liabilities of the Sellers pursuant to this Agreement, except to the extent that such failure or delay shall preclude the Sellers from defending against any liability or claim for Taxes that the Sellers are obligated to pay hereunder. The Buyers shall not Section 10.4 will control allow either Sale Company to settle or otherwise resolve any such deficiency, reassessment, adjustment or assertion of claim or demand without the prior written approval of the Sellers. The Sellers shall have the right to represent the interests of the Sale Companies before the relevant Taxing Authority with respect to any inquiry, assessmentproceeding, Proceedingclaim, demand or assessment or other similar event relating to any Taxes for a taxable period that begins before and ends on or before the Closing Date (a "Pre-Closing Tax Period or Straddle Period of Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify ") and the Stockholders’ Representative within ten (10) days after receipt of any notice of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will Sellers shall have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Period Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Period Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative . The Sellers shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests of the Company and its Subsidiaries Sale Companies before the relevant Governmental Entity Taxing Authority with respect to any inquiry, proceeding, claim, demand or assessment or other similar event relating to a taxable period that begins before but does not end on or before the Closing Date to the extent such inquiry, proceeding, claim, demand or assessment or other similar event could give rise to a liability for which the Sellers could be liable under this Agreement (a "Straddle Period Tax Matter Matter") and has the Sellers shall have the right to control the defense, compromise, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns, Returns and contesting, defending against, 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 would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the Stockholders’ Representative will The Buyers shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at its their own expense, separate from counsel employed by Xxxxxxxxxthe Sellers, and ​the Sellers shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Buyers without the prior written consent of IAC, which consent shall not be unreasonably withheld or delayed.

Certain Controversies. This Section 7.6(f8.3(f) and not Section 10.4 will 8.2(c) shall control any inquiry, assessment, Proceeding, proceeding or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period of the Company or any Subsidiary. Sellers have the right to represent the interests of its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of Company or any notice of Subsidiary before the relevant Governmental Body with respect to any Tax Matter inquiry, assessment, proceeding or other similar event relating solely to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will ) and have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, that (i) Purchaser Buyer has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the Stockholders’ Representative will have 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 counsel employed by XxxxxxxxxSellers, and ​(ii) Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer has the right to represent the interests of the Company or any Subsidiary before the relevant Governmental Body with respect to any Tax Matter that does not relate solely to any Pre-Closing Tax Period and has the right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, (i) Sellers have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at their own expense, separate from counsel employed by Buyer, and (ii) Buyer shall not enter into any settlement of or otherwise compromise any such Tax Matter that affects the liability of Sellers pursuant to Section 8.2 without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld or delayed.

Certain Controversies. This Section 7.6(f7.2(f) and not Section 10.4 9.4 will control any inquiry, assessment, Proceeding, or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period of the Company or any Subsidiary of its Subsidiaries the Company (a “Tax Matter”). Purchaser will notify Sellers as soon as practicable after the Stockholders’ Representative within ten (10) days after receipt of any notice commencement of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”)) or any Straddle Period. The Stockholders’ Representative Sellers will have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries or applicable Subsidiary of the Company before the relevant Governmental Entity with respect to any Tax Matter that is solely a Pre-Closing Tax Matter and has have the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, that (i) Purchaser has the right (but not the ​ ​ ​ duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ RepresentativeSellers, and (ii) the Stockholders’ Representative Sellers shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) a Tax Matter with respect to a Straddle Period, or (B) solely a Pre-Closing Tax Matter but the Stockholders’ Representative has Sellers have not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests of the Company and its Subsidiaries or applicable Subsidiary of the Company before the relevant Governmental Entity with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the Stockholders’ Representative Sellers will have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its their own expense, separate from counsel employed by XxxxxxxxxPurchaser, and ​(2) Purchaser shall not enter into any settlement of or otherwise compromise any such Tax Matter without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld, or delayed.

Certain Controversies. This Section 7.6(f) and not Section 10.4 will control If there is any inquiry, assessment, Proceeding, Proceeding or other similar event relating to or including any Taxes for a Pre-Closing Tax Period or Straddle Period of Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of any notice of any that relates solely to federal, state and local income Tax Matter relating to any Returns for Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will have the right, at the cost and expense of Sellers, Periods as to represent the interests of which the Company joins in a Tax Return with the Seller or its Affiliates, the parties anticipate that the relevant Tax Authority will initially contact and will expect to deal with Seller and its Subsidiaries before Affiliates. In such matters, the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter Seller and has its Affiliates shall have the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 PreTax Matter, but shall keep Buyer reasonably informed of any developments that may affect Taxes due for Post-Closing Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (ii) the Stockholders’ Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayedPeriods. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing other Tax Matter, then Purchaser the parties expect that the relevant Tax Authority will have the right initially contact and will expect to represent the interests of deal with the Company and its Subsidiaries before the relevant Governmental Entity with respect to such Tax Matter Buyer, and has (except as otherwise provided in this Section 6.4) the Company and the Buyer shall have the right to control the defense, compromise, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, Returns and contesting, defending against, 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 For any Tax Matter that would be controlled by Buyer under the preceding sentence, to the extent the Seller would be required to indemnify Purchaser, the Company, or any of their Affiliates a Buyer Indemnitee pursuant to Section 10.1 of this Agreement with respect to any such Tax Matter controlled by Purchaser then: Matter, then (1a) the Stockholders’ Representative will Seller shall have the right (but not the duty) to control the defense as it relates to Pre-Closing Periods for which the Seller acknowledges its liability, it being understood that the requirements and procedures of the Tax Authority may make it necessary to exercise such control indirectly to the extent such Taxing Authority wishes to communicate through the Company and/or the Buyer; (b) to the extent Seller is controlling such defense, (i) Buyer and the Company shall have the right to participate in the defense of such Tax Matter and to employ counsel, at its their own expense; (ii) Seller shall keep Buyer reasonably informed of the progress of such defense; (iii) Seller shall consult in good faith with Buyer about the conduct of such defense, separate from counsel employed by Xxxxxxxxxincluding providing Buyer with copies of all communications with the Tax Authority, providing Buyer with a reasonable opportunity to comment on any proposed communications with the Taxing Authority, and ​considering in good faith Buyer's suggestions; (c) neither Party shall enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects the Tax liability of the other Party without the prior written consent of that Party, which consent shall not be unreasonably conditioned, withheld or delayed; and (d) the Parties shall cooperate with each other in such Tax Matter, including making personnel and records reasonably available to the controlling Party.

Certain Controversies. This Section 7.6(f7.7(f) and not Section 10.4 11.4 will control any inquiry, assessment, Proceeding, or other similar event relating to any Taxes for a any Pre-Closing Tax Period or Straddle Period of the Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify the StockholdersSellers’ Representative within ten (10) days as soon as practicable after receipt of any notice the commencement of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”)) or any Straddle Period. The StockholdersSellers’ Representative will have the right, at the cost and expense of Sellers’ Representative, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is relates solely to a Pre-Closing Tax Matter and has have the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the StockholdersSellers’ Representative, and (ii) the StockholdersSellers’ Representative shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Periodnot solely a Pre-Closing Tax Matter, or (B) is solely a Pre-Closing Tax Matter but the StockholdersSellers’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right (at Purchaser’s expense with respect to the matters described in clause (A) and at Sellers’ expense with respect to the matters described in clause (B)), to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to such Tax Matter and has have the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the StockholdersSellers’ Representative will have 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 counsel employed by XxxxxxxxxPurchaser, and ​(2) Purchaser shall not enter into any settlement of or otherwise compromise any such Tax Matter without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld, or delayed.

Certain Controversies. This Section 7.6(f7.2(f) and not Section 10.4 9.4 will control any inquiry, assessment, Proceeding, or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period of the Company or any Subsidiary of its Subsidiaries the Company (a “Tax Matter”). Purchaser Parent will notify Sellers as soon as practicable after the Stockholders’ Representative within ten (10) days after receipt of any notice commencement of any Tax Matter relating to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”)) or any Straddle Period. The Stockholders’ Representative Sellers will have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries or applicable Subsidiary of the Company before the relevant Governmental Entity with respect to any Tax Matter that is solely a Pre-Closing Tax Matter and has have the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, that (i) Purchaser Parent has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ RepresentativeSellers, and (ii) the Stockholders’ Representative Sellers shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of PurchaserParent, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) a Tax Matter with respect to a Straddle Period, or (B) solely a Pre-Closing Tax Matter but the Stockholders’ Representative has Sellers have not provided Purchaser Parent with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser Parent will have the right to represent the interests of the Company and its Subsidiaries or applicable Subsidiary of the Company before the relevant Governmental Entity with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify PurchaserParent, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser Parent then: (1) the Stockholders’ Representative Sellers will have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at its their own expense, separate from counsel employed by XxxxxxxxxParent, and ​(2) Parent shall not enter into any settlement of or otherwise compromise any such Tax Matter without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, withheld, or delayed.

Certain Controversies. This Section 7.6(f) 7.4 and not Section 10.4 will 8.2 shall control any audit, inquiry, assessment, Proceeding, Proceeding or other similar event relating to any Taxes for a Pre-Closing Tax Period or Straddle Period of relating to the Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify The Sellers shall have the Stockholders’ Representative within ten right (10but not the duty) days after receipt to represent the interests of any notice of the Company before the relevant Governmental Authority with respect to any Tax Matter relating that relates solely to any Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will and shall have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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 Pre-Closing Tax Matter; provided, however, that (i) Purchaser has the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ Representative, and (iia) the Stockholders’ Representative Buyer shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter without the prior written consent of Purchaser, which consent shall not be unreasonably conditioned, withheld, or delayed. With respect to any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Tax Matter, then Purchaser will have the right to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to such Tax Matter and has the right to control the defense, compromise, or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against, and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If Sellers would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with respect to any Tax Matter controlled by Purchaser then: (1) the Stockholders’ Representative will have 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 counsel employed by Xxxxxxxxxthe Sellers, (b) the Sellers shall keep the Buyer informed with respect to the commencement, status and nature of any such Tax Matter, and ​shall reasonably cooperate with the Buyer and consult with it regarding the conduct of or positions taken in any such Tax Matter, and (c) the Sellers shall not enter into any settlement or otherwise compromise any such Tax Matter without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If the Tax Matter (i) does not relate solely to any Pre-Closing Tax Period or (ii) the Sellers do not elect to control a Tax Matter that relates solely to any Pre-Closing Tax Period, the Buyer shall control such Tax Matter; provided, however, that (a) the Sellers shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, at their own expense, separate from counsel employed by the Buyer, (b) the Buyer shall keep the Sellers informed with respect to the commencement, status and nature of any such Tax Matter, and shall reasonably cooperate with the Sellers and consult with them regarding the conduct of or positions taken in any such Tax Matter, and (c) the Buyer shall not enter into any settlement or otherwise compromise any such Tax Matter without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed.

Certain Controversies. This Section 7.6(f) The Buyer and not Section 10.4 will control the Company agree to promptly give notice to each other of any inquiry, assessment, Proceeding, or Tax Matter and any other similar event Action relating to Taxes of any Taxes Transferred Company for a any Pre-Closing Tax Period or Straddle Period Period; provided, that the Buyer’s failure to provide such prompt notice shall not affect the Company’s obligations hereunder, except to the extent that the Company is actually and materially prejudiced by such failure. The Company shall have the right to represent the interests of Company or any of its Subsidiaries (a “Tax Matter”). Purchaser will notify the Stockholders’ Representative within ten (10) days after receipt of any notice of Transferred Companies before the relevant Taxing Authority with respect to any Tax Matter relating solely to any a Pre-Closing Tax Period other than a Straddle Period (a “Pre-Closing Tax Matter”). The Stockholders’ Representative will ) and shall have the right, at the cost and expense of Sellers, to represent the interests of the Company and its Subsidiaries before the relevant Governmental Entity with respect to any Tax Matter that is a Pre-Closing Tax Matter and has the right to control the defense, compromise or other resolution of any such Pre-Closing Tax Matter, including responding to inquiries, preparing 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, provided that the Company provides the Buyer with written notice of its election to control such Pre-Closing Tax Matter within 21 days of receipt of notice thereof (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of the Buyer to defend such Pre-Closing Tax Matter; provided). If the Company does not timely elect to control a Pre-Closing Tax Matter pursuant to this Section 10.4(d), howeverthe Buyer shall be entitled to control such Pre-Closing Tax Matter. With respect to any Pre-Closing Tax Matter that the Company timely elects to control pursuant to this Section 10.4(d), that (i) Purchaser has the Buyer shall have the right (but not the duty) to participate in the defense of such Pre-Closing Tax Matter and to employ counsel, at its own expense, separate from counsel employed by the Stockholders’ RepresentativeCompany, and (ii) the Stockholders’ Representative Company shall not enter into any settlement of or otherwise compromise any such Pre-Closing Tax Matter to the extent that it adversely affects the Tax liability of the Buyer or any of its Affiliates (including the Transferred Companies) without the prior written consent of Purchaserthe Buyer, which consent shall not be unreasonably conditionedwithheld or delayed and (iii) the Company will, withheldin good faith, consider the reasonable direction of the Buyer regarding the conduct of or delayed. With respect to positions taken in any Tax Matter that is (A) with respect to Straddle Period, or (B) a Pre-Closing Tax Matter but the Stockholders’ Representative has not provided Purchaser with written notice of its intent to control such Pre-Closing Tax Matter within thirty (30) days of receipt of notice from Purchaser of such Pre-Closing Period Tax Matter. Notwithstanding anything to the contrary herein, then Purchaser will the Buyer shall have the right to represent the interests of the Company and its Subsidiaries Transferred Companies before the relevant Governmental Entity Taxing Authority with respect to such any Tax Matter that does not relate solely to any a Pre-Closing Tax Period (a “Straddle Period Tax Matter”) and has shall have the right to control the defense, compromise, compromise or other resolution of any such Straddle Period Tax Matter, including responding to inquiries, filing Tax Returns, Returns and contesting, defending against, 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 would be required to indemnify Purchaser, the Company, or any of their Affiliates pursuant to this Agreement with With respect to any Straddle Period Tax Matter controlled by Purchaser then: Matter, (1i) the Stockholders’ Representative will Company shall have 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 Xxxxxxxxxthe Buyer, (ii) the Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Company (including any obligation to indemnify the Buyer for Taxes under this Agreement) without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, and ​(iii) the Buyer will, in good faith, consider the reasonable direction of the Company regarding the conduct of or positions taken in any such Straddle Period Tax Matter. In the event of any conflict between this Section 10.4(d) and Article XI, this Section 10.4(d) shall control.