Common use of Certain Tax Proceedings Clause in Contracts

Certain Tax Proceedings. (i) The Company shall promptly notify the Seller following receipt of any notice of (A) any Tax Proceeding relating to any Tax Return referred to in Section 7.2(a)(i) or any Tax period of New VH ending on or before the Closing Date or (B) any Tax Proceeding relating to the New VH NOLs that could reasonably be expected to result in a liability of the Seller under Section 10.2(a)(iv); provided, however, that the failure to so notify shall not relieve the Seller of any Liability hereunder except to the extent the Seller is prejudiced thereby. (ii) Notwithstanding anything to the contrary (including Article X), the Seller shall have the right to administer and control and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(A); provided that the Seller shall keep the Company informed of all material developments in any such Tax Proceedings on a timely basis and consult with the Company with respect to any issue relating to such Tax Proceeding. The Company shall cause New VH (or any successor or Affiliate, as applicable) to execute a power of attorney in connection with the Seller’s administration and control of any Tax Proceeding referred to in this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in this Section 7.2(b) (except to the extent the Seller is indemnified for such expenses pursuant to Article X). (iii) The Seller shall have the right to actively participate and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(B) and the Company shall (i) keep the Seller informed of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the settlement of any such Tax Proceeding, in each case to the extent affecting Seller’s liability under Section 10.2(a)(iv), provided that, the Company shall have the right to settle any such Tax Proceedings following such consultation only with the consent of the Seller, which consent shall not be unreasonably denied, delayed or withheld. To the extent that any Tax Proceeding affects Seller’s liability under Section 10.2(a)(iv), and does not have an adverse material impact on the Tax liability of the Company or its subsidiaries (as reasonably determined by the Company), Seller shall have the sole right to determine whether and to what extent to pursue administrative appeals, litigation, Tax Court petitions, claims or suits for refund, appeals to higher courts, the venues thereof and the like. The Company shall cooperate in full and in good faith to enable the Seller to effect the foregoing, including the grant of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax Proceeding.

Certain Tax Proceedings. In the event Buyer or any Affiliate of Buyer (iincluding after the Closing the Company) The Company shall promptly notify the Seller following receipt of any receives written notice of (A) any Tax Proceeding relating with respect to any Pre-Closing Tax Return referred to in Section 7.2(a)(i) or any Tax period Period of New VH ending on or before the Closing Date or (B) any Tax Proceeding relating to the New VH NOLs Company that could would reasonably be expected to result in an Indemnified Tax Loss for which Buyer is entitled to indemnification under Section 7.1(a) or an adjustment to the taxable income, gain, loss, deduction or credit of any Company Seller, Buyer shall inform the Sellers’ Representative of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after such receipt. Buyer shall afford the Sellers’ Representative the opportunity to control the conduct of such Tax Proceeding relating to income Taxes (a liability “Seller-Controlled Tax Proceeding”), with counsel of its own choosing (and at the Sellers’ Representative’s sole cost and expense (for the benefit of the Seller under Section 10.2(a)(ivCompany Sellers and the TopCo Sellers)), and to settle or otherwise resolve such Seller-Controlled Tax Proceeding in such manner as the Sellers’ Representative may deem appropriate; provided, however, that the failure to so notify shall Sellers’ Representative may not relieve the Seller of any Liability hereunder except to the extent the Seller is prejudiced thereby. (ii) Notwithstanding anything to the contrary (including Article X), the Seller shall have the right to administer and control and to employ counsel of its choice in any settle such Seller-Controlled Tax Proceeding referred to in Section 7.2(b)(i)(A); provided that the Seller shall keep the Company informed of all material developments in any such Tax Proceedings on a timely basis and consult with the Company with respect to any issue relating to such Tax Proceeding. The Company shall cause New VH without Buyer’s written consent (or any successor or Affiliate, as applicable) to execute a power of attorney in connection with the Seller’s administration and control of any Tax Proceeding referred to in this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in this Section 7.2(b) (except to the extent the Seller is indemnified for such expenses pursuant to Article X). (iii) The Seller shall have the right to actively participate and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(B) and the Company shall (i) keep the Seller informed of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the settlement of any such Tax Proceeding, in each case to the extent affecting Seller’s liability under Section 10.2(a)(iv), provided that, the Company shall have the right to settle any such Tax Proceedings following such consultation only with the consent of the Seller, which consent shall not be unreasonably deniedwithheld, delayed or withheldconditioned). To the extent that The Sellers’ Representative shall keep Buyer reasonably informed of any material developments and events in such Seller-Controlled Tax Proceeding affects (including by promptly forwarding copies to Buyer of any related correspondence) and shall permit Buyer to participate in such Seller’s liability under Section 10.2(a)(iv), -Controlled Tax Proceeding and does not have an adverse material impact on the Tax liability of the Company or its subsidiaries (as reasonably determined by the Company), Seller shall have the sole right to determine whether and to what extent to pursue administrative appeals, litigation, Tax Court petitions, claims or suits for refund, appeals to higher courts, the venues thereof and the like. The Company shall cooperate in full and consult in good faith to enable with Buyer in connection with the Seller to effect the foregoing, including the grant defense or prosecution of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax Proceeding.Seller-Controlled Tax

Certain Tax Proceedings. Buyer shall control all audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any of the Company Entities; provided, however, that with respect to any such audit, examination, claim or similar proceeding (i) The Company shall promptly notify the Seller following receipt of any notice of (A) any Tax Proceeding relating with respect to any Partnership Income Tax Return referred to in Section 7.2(a)(i) or any income Tax Return of Blocker for a Tax period of New VH ending on or before the Closing Date or for a Tax period that includes the Closing Date, or (Bii) the settlement of which is reasonably expected (at the relevant time) to result in Taxes due in excess of $100,000 for which the Company Securityholders are reasonably expected to be required to make an indemnification payment hereunder (any Tax Proceeding such audit, examination, claim or similar proceeding described in (i) or (ii), “Pre-Closing Audit”), Buyer shall keep Seller Representative reasonably informed of any material developments in the portions of such Pre-Closing Audit relating to the New VH NOLs that could reasonably Pre-Closing Tax Period. Buyer shall be expected entitled to result in a liability of be appointed (or to appoint) the Seller under Section 10.2(a)(iv); provided, however, that the failure to so notify shall not relieve the Seller of any Liability hereunder except to the extent the Seller is prejudiced thereby. (ii) Notwithstanding anything to the contrary (including Article X), the Seller shall have the right to administer and control and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(A); provided that the Seller shall keep the Company informed of all material developments in any such Tax Proceedings on a timely basis and consult with the Company “partnership representative” or similar representative with respect to any issue Pre-Closing Audit involving the Company and shall be entitled (but not required) to make a “push-out” election under Section 6226 of the Code, and any similar available election, so that any imputed underpayment or other adjustment relating to such Tax Proceeding. The Pre-Closing Audit is borne by the Company shall cause New VH Sellers (or any successor other applicable partners of the Company during the reviewed year or Affiliate, as applicable) to execute a power of attorney in connection with other relevant taxable period). To the Seller’s administration and control of any Tax Proceeding referred to in extent this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in 8.6 conflicts with Section 9.6, this Section 7.2(b) (except to the extent the Seller is indemnified for such expenses pursuant to Article X). (iii) The Seller 8.6 shall have the right to actively participate and to employ counsel of its choice in control. Neither Buyer nor Blocker nor any Tax Proceeding referred to in Section 7.2(b)(i)(B) and the Company Entity shall (i) keep the Seller informed of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the settlement of any such Tax Proceeding, in each case to the extent affecting Seller’s liability under Section 10.2(a)(iv), provided that, the Company shall have the right to settle any such Tax Proceedings following such consultation only with Pre-Closing Audit without the prior written consent of the SellerSeller Representative, which consent shall not unreasonably be unreasonably deniedwithheld, delayed conditioned or withhelddelayed. To the extent that any Tax Proceeding affects Seller’s liability under This Section 10.2(a)(iv8.6(d), and does not have an adverse material impact on the Section 9.6, shall control with respect to all Tax liability audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any of the Company or its subsidiaries (as reasonably determined by the Company), Seller shall have the sole right to determine whether and to what extent to pursue administrative appeals, litigation, Tax Court petitions, claims or suits for refund, appeals to higher courts, the venues thereof and the like. The Company shall cooperate in full and in good faith to enable the Seller to effect the foregoing, including the grant of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax ProceedingEntities.

Certain Tax Proceedings. (i) The Company Each party shall promptly notify the Seller following other parties hereto in writing upon receipt by the applicable Party or its Affiliates of notice of any notice Pre-Closing Tax Proceeding or Straddle Period Tax Proceeding. Such notification shall specify in reasonable detail the subject matter of (A) such Tax Proceeding and shall include a copy of the relevant portion of any correspondence received from the taxing authority. In connection with any Tax Proceeding relating Proceeding: (i) Following the Closing, the Equityholder Representative shall have the right to any Tax Return referred to in Section 7.2(a)(i) or any Tax period of New VH ending on or before control, at the Closing Date or (B) any Tax Proceeding relating to the New VH NOLs that could reasonably be expected to result in a liability cost and expense of the Seller under Section 10.2(a)(iv)Company, any Pre-Closing Tax Proceeding; provided, however, that (A) Acquiror (at the failure to so notify shall not relieve cost and expense of the Seller of any Liability hereunder except to the extent the Seller is prejudiced thereby. (iiCompany) Notwithstanding anything to the contrary (including Article X), the Seller shall have the right to administer and control and to employ counsel of its choice participate in any Tax Proceeding referred to in Section 7.2(b)(i)(A); provided that the Seller shall keep the Company informed of all material developments in any such Tax Proceedings on a timely basis and consult with the Company with respect to any issue relating to such Tax Proceeding. The Company shall cause New VH (or any successor or Affiliate, as applicable) to execute a power of attorney in connection with the Seller’s administration and control of any Tax Proceeding referred to in this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in this Section 7.2(b) (except to the extent the Seller is indemnified for such expenses pursuant to Article X). (iii) The Seller shall have the right to actively participate and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(B) and the Company shall (i) keep the Seller informed of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the settlement of any such Tax Proceeding, in each case (B) the Equityholder Representative shall use its commercially reasonable efforts to keep Acquiror reasonably informed with respect to such Tax Proceeding, (C) the extent affecting Seller’s liability under Section 10.2(a)(iv)Equityholder Representative shall not settle, provided that, the Company shall have the right to settle compromise or abandon any such Tax Proceedings following such consultation only with Proceeding without obtaining the prior written consent of the SellerAcquiror, which consent shall not be unreasonably deniedwithheld, delayed conditioned or withheld. To delayed, but only if such settlement, compromise, or abandonment would reasonably be expected to adversely affect the extent that Tax liability or Tax position of Acquiror or the Company, as applicable, and (D) the Equityholder Representative shall conduct the control of such Tax Proceeding diligently and in good faith. (ii) Acquiror, at the cost and expense of the Company, will control any Straddle Period Tax Proceeding and any Tax Proceeding affects Seller’s liability that the Equityholder Representative would otherwise have the right to control under Section 10.2(a)(iv)8.6(i)(i) if the Equityholder Representative elects in writing not to control such Tax Proceeding; provided, however, the Equityholder Representative (at the sole cost and does expense of the Members) shall have the right to participate in any such Tax Proceeding and Acquiror shall (x) use its commercially reasonable efforts to keep the Equityholder Representative reasonably informed with respect to such Tax Proceeding, (y) not have an adverse material impact on settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Equityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, but only if such settlement, compromise or abandonment would reasonably be expected to adversely affect the Tax liability of the Company Members (or its subsidiaries (as reasonably determined by the Companyany direct or indirect owners of a Member), Seller shall have and (z) conduct the sole right to determine whether and to what extent to pursue administrative appeals, litigation, control of such Tax Court petitions, claims or suits for refund, appeals to higher courts, the venues thereof and the like. The Company shall cooperate in full Proceeding diligently and in good faith to enable the Seller to effect the foregoing, including the grant of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax Proceedingfaith.

Certain Tax Proceedings. (ia) The Company indemnification procedures set forth in this Section 10.4 shall promptly notify the Seller following receipt of any notice of (A) any Tax Proceeding relating apply to any Tax Return referred Action by any Governmental Entity related to in Section 7.2(a)(i) or any Tax period of New VH ending on or before the Closing Date or (B) any Tax Proceeding relating to the New VH NOLs that could reasonably be expected to result in a liability of the Seller under Section 10.2(a)(iv); provided, however, that the failure to so notify shall not relieve the Seller of any Liability hereunder except to the extent the Seller is prejudiced therebyTaxes. (iib) Notwithstanding anything to In the contrary (including event that the Shareholder, Noteholder and Phantom Unit Holders would be liable for the payment of any Taxes under Article X)XIII if assessed or imposed, and such Taxes are assessed against or imposed on the Company, any Subsidiary of the Company or the Purchaser by any Governmental Entity, the Seller shall Shareholder and Noteholder, in each of their sole and absolute discretion, will have the right to administer and control and to employ counsel participate at each of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(A); provided that the Seller shall keep the Company informed of all material developments in any such Tax Proceedings on a timely basis and consult with the Company with respect to any issue relating to such Tax Proceeding. The Company shall cause New VH (or any successor or Affiliateown expense in, as applicable) to execute a power of attorney in connection with the Seller’s administration and but not control of any Tax Proceeding referred to in this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in this Section 7.2(b) (except to the extent the Seller is indemnified for provided in Section 10.4(c) any audit involving any such expenses pursuant Taxes and/or to Article X). (iii) The Seller shall have the right to actively participate and to employ counsel of its choice contest any assertion that any such Taxes are payable in any Tax Proceeding referred proceedings available to the Company, the Subsidiary of the Company or the Purchaser. The Shareholder and Noteholder, on the one hand, and the Company and the Purchaser, on the other hand, shall fully cooperate in Section 7.2(b)(i)(B) good faith in connection with any such audit or other proceeding. The Purchaser and the Company shall (i) keep not consent to the Seller informed entry of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the judgment or enter into any settlement of any such Tax Proceedinga material amount for which the Shareholder, in each case to Noteholder and Phantom Unit Holders would be responsible under Article XIII without the extent affecting Seller’s liability under Section 10.2(a)(iv), provided that, the Company shall have the right to settle any such Tax Proceedings following such consultation only with the prior written consent of the SellerShareholder and the Noteholder, which consent shall not be unreasonably deniedwithheld. (c) The Shareholder and Noteholder will have the right to control all proceedings in connection with a contest or audit that relates solely to Taxes for which the Shareholder, delayed or withheld. To Noteholder and Phantom Unit Holders would be liable under Article XIII; provided, however, that (i) such Taxes do not exceed the extent that any Tax Proceeding affects Sellerthen remaining amount of the Indemnification Escrow Amount; (ii) as a precondition to the Shareholder and Noteholder’s liability under Section 10.2(a)(iv)right to control such proceedings, the Shareholder and Noteholder shall conduct the defense actively and diligently, and does (iii) the Shareholder and Noteholder shall not have an adverse material impact on consent to the Tax liability entry of any judgment or enter into any settlement without the prior written consent of the Company or its subsidiaries and/or the Purchaser, which consent shall not be unreasonably withheld. (d) So long as reasonably determined by the Shareholder and Noteholder are conducting the defense in accordance with Section 10.4(c) and subject to Purchaser’s rights in Section 10.4(c) the Company), Seller shall have a Subsidiary of the Company and/or the Purchaser may retain separate co-counsel at their sole right to determine whether cost and to what extent to pursue administrative appealsexpense and may participate in, litigationbut not control, Tax Court petitions, claims such defense. (e) In the event that any of the conditions in Section 10.4(c) is or suits for refund, appeals to higher courtsbecomes unsatisfied, the venues thereof Company, a Subsidiary of the Company and/or the Purchaser may control the defense, and consent to the entry of any judgment or enter into any settlement, in any manner that they reasonably may deem appropriate, with the consent of the Shareholder and the like. The Company Noteholder, which consent shall cooperate in full and in good faith to enable the Seller to effect the foregoing, including the grant of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax Proceedingnot be unreasonably withheld.

Certain Tax Proceedings. In the event Buyer or any Affiliate of Buyer (iincluding after the Closing the Surviving Corporation) The Company shall promptly notify the Seller following receipt receives written notice of any notice Tax Proceeding with respect to any Pre-Closing Tax Period of TopCo that would reasonably be expected to result in an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a), Buyer shall inform the Sellers’ Representative of such Tax Proceeding as soon as possible but in any event within ten (A10) Business Days after such receipt. Buyer shall afford the Sellers’ Representative the opportunity to control the conduct of such Tax Proceeding relating to income Taxes (a “Seller-Controlled Tax Proceeding”), with counsel of its own choosing (and at the Sellers’ Representative’s sole cost and expense (for the benefit of the TopCo Sellers)), and to settle or otherwise resolve such Seller-Controlled Tax Proceeding in such manner as the Sellers’ Representative may deem appropriate; provided, that the Sellers’ Representative may not settle such Seller-Controlled Tax Proceeding without Buyer’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Sellers’ Representative shall keep Buyer reasonably informed of any material developments and events in such Seller-Controlled Tax Proceeding (including by promptly forwarding copies to Buyer of any related correspondence) and shall permit Buyer to participate in such Seller-Controlled Tax Proceeding and shall consult in good faith with Buyer in connection with the defense or prosecution of any such Seller-Controlled Tax Proceeding. Buyer shall control the contest or resolution of any Tax Proceeding relating to any Pre-Closing Tax Return referred to in Section 7.2(a)(i) or any Tax period Period of New VH ending on or before the Closing Date or TopCo (B) any if such Tax Proceeding relating is not a Seller-Controlled Tax Proceeding) and any Straddle Periods of TopCo (any such Tax Proceeding, a “Buyer-Controlled Tax Proceeding”); provided, that Buyer shall obtain the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a Buyer-Controlled Tax Proceeding or ceasing to the New VH NOLs that could defend such Buyer-Controlled Tax Proceeding if such settlement or cessation would reasonably be expected to result in a liability of the Seller give rise to Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 10.2(a)(iv9.1(a); providedand, howeverprovided further, that the failure Sellers’ Representative shall be entitled to so notify shall not relieve participate in the Seller defense of any Liability hereunder except to the extent the Seller is prejudiced thereby. (ii) Notwithstanding anything to the contrary (including Article X), the Seller shall have the right to administer and control such Buyer-Controlled Tax Proceeding and to employ counsel of its choice in any for such purpose (the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative (for the benefit of the TopCo Sellers)) if such Buyer-Controlled Tax Proceeding referred would reasonably be expected to in give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 7.2(b)(i)(A9.1(a); provided that the Seller . Buyer shall keep the Company Sellers’ Representative informed of all material developments and events relating to any Buyer-Controlled Tax Proceeding (including promptly forwarding copies to the Sellers’ Representative of any related correspondence), and shall consult in any such Tax Proceedings on a timely basis and consult good faith with the Company with respect to any issue relating to such Tax Proceeding. The Company shall cause New VH (Sellers’ Representative or any successor or Affiliate, as applicable) to execute a power of attorney the Sellers’ Representative's counsel in connection with the Seller’s administration and control of any Tax Proceeding referred to in this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in this Section 7.2(b) (except to the extent the Seller is indemnified for such expenses pursuant to Article X). (iii) The Seller shall have the right to actively participate and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(B) and the Company shall (i) keep the Seller informed of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the settlement defense or prosecution of any such Buyer-Controlled Tax Proceeding, in each case case, if such Buyer-Controlled Tax Proceeding would reasonably be expected to the extent affecting Seller’s liability give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 10.2(a)(iv9.1(a). For the avoidance of doubt, provided thatthis Section 8.1(e) shall apply, the Company shall have the right to settle any such Tax Proceedings following such consultation only with the consent of the Seller, which consent shall not be unreasonably denied, delayed or withheld. To the extent that any Tax Proceeding affects Seller’s liability under Section 10.2(a)(iv), and does not have an adverse material impact on the Tax liability of the Company or its subsidiaries (as reasonably determined by the Company), Seller shall have the sole right to determine whether and to what extent to pursue administrative appeals, litigation, Tax Court petitions, claims or suits for refund, appeals to higher courts, the venues thereof and the like. The Company shall cooperate in full and in good faith to enable the Seller to effect the foregoing, including the grant of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax Proceeding.rather than Section

Certain Tax Proceedings. In the event Buyer or any Affiliate of Buyer (iincluding after the Closing the Surviving Corporation) The Company shall promptly notify the Seller following receipt receives written notice of any notice Tax Proceeding with respect to any Pre-Closing Tax Period of TopCo that would reasonably be expected to result in an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a), Buyer shall inform the Sellers’ Representative of such Tax Proceeding as soon as possible but in any event within ten (A10) Business Days after such receipt. Buyer shall afford the Sellers’ Representative the opportunity to control the conduct of such Tax Proceeding relating to income Taxes (a “Seller-Controlled Tax Proceeding”), with counsel of its own choosing (and at the Sellers’ Representative’s sole cost and expense (for the benefit of the TopCo Sellers)), and to settle or otherwise resolve such Seller-Controlled Tax Proceeding in such manner as the Sellers’ Representative may deem appropriate; provided, that the Sellers’ Representative may not settle such Seller-Controlled Tax Proceeding without Buyer’s written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Sellers’ Representative shall keep Buyer reasonably informed of any material developments and events in such Seller-Controlled Tax Proceeding (including by promptly forwarding copies to Buyer of any related correspondence) and shall permit Buyer to participate in such Seller-Controlled Tax Proceeding and shall consult in good faith with Buyer in connection with the defense or prosecution of any such Seller-Controlled Tax Proceeding. Buyer shall control the contest or resolution of any Tax Proceeding relating to any Pre-Closing Tax Return referred to in Section 7.2(a)(i) or any Tax period Period of New VH ending on or before the Closing Date or TopCo (B) any if such Tax Proceeding relating is not a Seller-Controlled Tax Proceeding) and any Straddle Periods of TopCo (any such Tax Proceeding, a “Buyer-Controlled Tax Proceeding”); provided, that Buyer shall obtain the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a Buyer-Controlled Tax Proceeding or ceasing to the New VH NOLs that could defend such Buyer-Controlled Tax Proceeding if such settlement or cessation would reasonably be expected to result in a liability of the Seller give rise to Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 10.2(a)(iv9.1(a); providedand, howeverprovided further, that the failure Sellers’ Representative shall be entitled to so notify shall not relieve participate in the Seller defense of any Liability hereunder except to the extent the Seller is prejudiced thereby. (ii) Notwithstanding anything to the contrary (including Article X), the Seller shall have the right to administer and control such Buyer-Controlled Tax Proceeding and to employ counsel of its choice in any for such purpose (the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative (for the benefit of the TopCo Sellers)) if such Buyer-Controlled Tax Proceeding referred would reasonably be expected to in give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 7.2(b)(i)(A9.1(a); provided that the Seller . Buyer shall keep the Company Sellers’ Representative informed of all material developments and events relating to any Buyer-Controlled Tax Proceeding (including promptly forwarding copies to the Sellers’ Representative of any related correspondence), and shall consult in any such Tax Proceedings on a timely basis and consult good faith with the Company with respect to any issue relating to such Tax Proceeding. The Company shall cause New VH (Sellers’ Representative or any successor or Affiliate, as applicable) to execute a power of attorney the Sellers’ Representative's counsel in connection with the Seller’s administration and control of any Tax Proceeding referred to in this Section 7.2(b). The Seller shall bear all expenses relating to any Tax Proceeding referred to in this Section 7.2(b) (except to the extent the Seller is indemnified for such expenses pursuant to Article X). (iii) The Seller shall have the right to actively participate and to employ counsel of its choice in any Tax Proceeding referred to in Section 7.2(b)(i)(B) and the Company shall (i) keep the Seller informed of all developments in any such Tax Proceeding on a timely basis, and (ii) consult with Seller in respect of the settlement defense or prosecution of any such Buyer-Controlled Tax Proceeding, in each case case, if such Buyer-Controlled Tax Proceeding would reasonably be expected to give rise to an Indemnified TopCo Tax Loss for which Buyer is entitled to indemnification under Section 9.1(a). For the avoidance of doubt, this Section 8.1(e) shall apply, rather than Section 9.2 to any Seller-Controlled Tax Proceeding or Buyer-Controlled Tax Proceeding to the extent affecting Seller’s liability under Section 10.2(a)(iv), provided that, the Company shall have the right to settle of any conflict between such Tax Proceedings following such consultation only with the consent of the Seller, which consent shall not be unreasonably denied, delayed or withheld. To the extent that any Tax Proceeding affects Seller’s liability under Section 10.2(a)(iv), and does not have an adverse material impact on the Tax liability of the Company or its subsidiaries (as reasonably determined by the Company), Seller shall have the sole right to determine whether and to what extent to pursue administrative appeals, litigation, Tax Court petitions, claims or suits for refund, appeals to higher courts, the venues thereof and the like. The Company shall cooperate in full and in good faith to enable the Seller to effect the foregoing, including the grant of a power of attorney to the Seller, upon the Seller’s request. Each Party shall bear its own costs incurred in any such Tax ProceedingSections.