Common use of Conduct of Audits and Other Procedural Matters Clause in Contracts

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their own expense, control any audit or examination by any Taxing authority, and resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, Purchaser shall control such Proceedings and shall consult in good faith with the Sellers as to the conduct of such Proceedings. The Sellers shall reimburse Purchaser for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which the Sellers is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 Article VIII with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect ParentCoherent, Second Intermediary Parent, First Intermediary Parent Palomar and Parent Star shall, at their own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax ProceedingsPROCEEDINGS") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date for which that party is charged with payment or indemnification responsibility under this Agreement. Each of Coherent, Palomar and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party Star shall promptly forward to the other all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each such indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) The failure . In the case of any Proceedings relating to any Straddle Period, Coherent shall control such Proceedings and shall consult in good faith with Palomar as to the conduct of such Proceedings. Palomar shall reimburse Coherent for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 portion of the Tax with respect to such Straddle Period for which Palomar is liable pursuant to this Agreement. Each of Coherent, Palomar and Star shall, at the subject matter expense of the requesting party, execute or cause to be executed any notification not timely forwarded, unless powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the extent that the other requesting party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashioncontrols.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authorityAuthority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax ProceedingsPROCEEDINGS") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 9.2 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, Buyer shall control such Proceedings and shall consult in good faith with Seller as to the conduct of such Proceedings. Seller shall reimburse Buyer for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Seller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 Article VIII with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their own expense, control any audit or examination by any Taxing authority, and resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser 13.5.1 Each Party shall, at its own expense, control any audit or examination by any Taxing taxing authority, and resolve have the right to initiate any claim for refund or amended return, and contest, resolve, and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes (“Tax Proceeding Proceedings”) for any taxable period beginning after for which that party is charged with payment or indemnification responsibility under this Agreement, including the Pre-Closing Date and Period if applicable. In the case of any Tax Proceedings relating to any Straddle Period, Buyer shall control such Tax Proceedings and shall consult in good faith with respect Sellers as to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any the conduct of such Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldProceedings. (b) 13.5.2 Each party Party shall promptly forward to the other all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party Agreement. 13.5.3 Each Indemnifying Party shall promptly notify, and consult with, each indemnified party Indemnified Party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected partiesIndemnified Parties, which consent shall not be unreasonably withheld. (c) 13.5.4 Each Party shall, at the expense of the requesting Party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any Tax Proceedings which the requesting Party controls. 13.5.5 The failure by a party Party to provide timely notice under this subsection shall not relieve the other party Party from its obligations under this Section 8.6 section with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party Party has suffered an a Loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding " for any taxable period beginning after for which that party is charged with payment or indemnification responsibility under this Agreement, subject, in the case of any Pre-Closing Date and any Tax Proceedings with respect Period, to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the prior written consent of Purchaser, which consent shall the Company (not to be unreasonably withheld. (b) ). Each party shall promptly forward to the other in accordance with Section 12.1 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. . In the case of any Tax Proceedings relating to any Straddle Period, the Company (cif the post-Closing portion of the Straddle Period constitutes a majority in time of the Straddle Period) and HEI and HEA (if the pre-Closing portion of the Straddle Period constitutes a majority in time of the Straddle Period) shall control such Tax Proceedings and shall consult in good faith with the other party as to the conduct of such Tax Proceedings. The party not controlling such Tax proceedings shall reimburse the party controlling such Tax proceedings for such portion of the costs, including reasonable legal costs, of conducting such Tax Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which the non-controlling party is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection Section 11.4 shall not relieve the other party from its obligations under this Section 8.6 Article XI with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment been materially prejudiced because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect ParentParent or Acquiror, Second Intermediary Parentas the case may be, First Intermediary Parent and Parent shall, at their its own expense, control any audit or examination by any Taxing authorityTax Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent), Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after or for any Taxes for which such party is charged with payment or indemnification responsibility under this Agreement. Parent or Acquiror, as the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parentcase may be, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other party all written notifications and other written communications communications, including (if available) the original envelope showing any postmark, from any Taxing authority Tax Authority received by such party (or its affiliates affiliates) relating to any liability for Taxes for any taxable period or for any Taxes for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. The indemnifying party shall promptly notify, and consult with, each the indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another the indemnified party. The indemnified party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority Tax Authority with respect to any such liability without the written consent of the indemnified indemnifying party. In the case of any Proceedings relating to any Straddle Period, Acquiror and Parent shall control jointly such Proceedings and shall consult in good faith with each other as to the conduct of such Proceedings. Neither party shall settle any such Proceedings relating to a Straddle Period without the consent of the other party. Each party shall, at the expense of the requesting party, execute or affected parties, cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which consent shall not be unreasonably withheld. (c) the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its indemnification obligations under this Section 8.6 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their own expense, shall control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect any taxable period ending on or before the Closing Date. Parent shall be responsible for costs incurred in connection with Tax Proceedings for any taxable period ending on or before the Closing Date except that Company and Purchaser shall timely produce and make available all relevant records and personnel to support the accuracy of Company Tax Returns at issue in such Tax Proceedings, at no cost to Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, any contest, resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldDate. (b) In the case of any Proceedings relating to any Straddle Period, Purchaser and Parent shall jointly control such Tax Proceedings and shall consult in good faith with each other as to the conduct of such Tax Proceedings. Each party shall pay its own costs, including legal costs, of conducting such Tax Proceedings; provided, however, that either party may instead elect to pay or cause to be paid to the other the allocable amount of the applicable Taxes that constitute its Taxes (which amount shall not be less than the portion allocable to it hereunder of the Tax as asserted by the applicable Taxing authority) including any interest, penalties, or additions thereto asserted in such proceeding. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. (c) Each party shall promptly forward to the other all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (cd) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 8.7 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (ai) Indirect ParentExcept as set forth in this Section 8.3(d)(i) below, Second Intermediary Parent, First Intermediary Parent and Parent shalleach party hereto will, at their its own expense, control any audit or examination by any Taxing authorityGovernmental Authority, and have the exclusive right to initiate any Claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("“Tax Proceedings"”) for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after for which that party is charged with payment or indemnification responsibility under this Agreement. In the case of any Tax Proceedings relating to any period that begins on or before the Closing Date and any ends after the Closing Date, the Buyer will control such Tax Proceedings and will consult in good faith with respect the Seller as to Straddle Periodsthe conduct of such Tax Proceedings. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall In no event will the Seller settle or resolve any Tax Proceeding with relating to any period that begins and ends on or before the Closing Date in a manner which would adversely affect the Buyer, without the prior written consent of Purchaserthe Buyer, which consent shall may not be unreasonably withheld, conditioned or delayed. (bii) Each party shall hereto will, at the expense of the requesting party, execute or cause to be executed any IRS Form 2848 power of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings that the requesting party controls. (iii) Each party hereto will promptly forward to the other party all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing authority Authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. Each indemnifying party shall will promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party party, and shall will not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall may not be unreasonably withheld. (c) , conditioned or delayed, unless such settlement would be reasonable in the case of a Person that owned the Company both before and after the Closing Date. The failure by a party to provide timely notice under this subsection shall will not relieve the other party from its obligations under this Section 8.6 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.party

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("“Tax Proceedings"”) for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after for which that party is charged with payment or indemnification responsibility under this Agreement. In the Closing Date and case of any Tax Proceedings relating to any Straddle Period, Purchaser shall control such Tax Proceedings and shall consult in good faith with respect Sellers as to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any the conduct of such Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldProceedings. (b) Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. (c) Each party shall promptly forward to the other in accordance with Section 8.1 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) , unless such settlement would be reasonable in the case of a Person that owned the Company both before and after the Closing Date. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 ARTICLE VII with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a Loss or other economic detriment because of such failure to provide notification in a timely fashion. (d) In no event shall Sellers settle any Tax Proceeding relating to any Pre- Closing Period in a manner which would adversely affect Purchaser, without the prior written consent of Purchaser, which consent may not be unreasonably withheld or delayed.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with sole payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, SVG shall control such Proceedings and shall consult in good faith with Xxxxxxx-Xxxxxxx as to the conduct of such Proceedings. Xxxxxxx-Xxxxxxx shall reimburse SVG for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Xxxxxxx-Xxxxxxx is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 5.10 with respect to the subject matter of any notification not timely forwarded, unless and but only to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authorityTax Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 10.7 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing authority Tax Authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority Tax Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) The failure . In the case of any Proceedings relating to any Straddle Period, Buyer shall control such Proceedings and shall consult in good faith with Seller as to the conduct of such Proceedings. Seller shall reimburse Buyer for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 portion of the Tax with respect to such Straddle Period for which Seller is liable pursuant to this Agreement. Each party shall, at the subject matter expense of the requesting party, execute or cause to be executed any notification not timely forwarded, unless and to the extent that the powers of attorney or other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.documents reasonably

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shallEach party will have the right, at their its own expense, to control any audit or examination by any Taxing taxing authority, initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax “Proceedings"”) for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and for which that party or any Tax Proceedings of its Affiliates is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall will promptly forward to the other all written notifications and other written communications from any Taxing taxing authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall will promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall will not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall may not be unreasonably withheld. , conditioned or delayed. Where a party has withheld its consent to any closing agreement or final settlement, such party will continue or initiate further proceedings, at its own expense, and the liability of the party giving upon control of such Proceeding, and after giving effect to this Section 4.16, will not exceed the liability that would have resulted from the proposed closing agreement or final settlement (c) including interest, additions to tax and penalties that have accrued at that time). In the case of any Proceedings relating to any Straddle Period, the parties will jointly control such Proceedings and the principles of this Section 4.16, and the right and obligations of the parties pursuant hereto, will apply to such jointly controlled Proceedings. Each party will, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it or its Affiliates to take any and all actions such party reasonably requests with respect to any Proceedings that such party controls singly or jointly. The failure by a party to provide timely notice under this subsection shall not Section 4.16 will relieve the other party from its obligations under this Section 8.6 4.16 with respect to the subject matter of any notification not timely forwarded, unless and but only to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Buyer shall, at their its ---------------------------------------------- own expense, control any audit or examination by any Taxing authorityTax Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent Buyer is charged with payment or Parent have an indemnification obligation responsibility under this Article VIIIAgreement. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party Seller shall promptly forward to the other Buyer in accordance with Section 10.7 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing authority Tax Authority received by such party Seller or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party Buyer or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party Agreement. Buyer shall promptly notify, and consult with, each indemnified party Seller as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party Seller and shall not enter into any closing agreement or final settlement with any Taxing authority Tax Authority with respect to any such liability without the written consent of the indemnified or affected partiesSeller, which consent shall not be unreasonably withheld. (c) . Seller shall, at the expense of Buyer, execute or cause to be executed any powers of attorney or other documents reasonably requested by Buyer to enable it to take any and all actions that Buyer reasonably requests with respect to any Proceedings which Buyer controls. The failure by a party Seller to provide timely notice under this subsection shall not relieve the other party Buyer from its indemnification obligations under this Section 8.6 7.2 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party Buyer has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other party all written notifications and other written communications communications, including (if available) the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. Each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another the indemnified party. The indemnified party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected partiesindemnifying party, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, Purchaser shall control such Proceedings and shall consult in good faith with the Seller as to the conduct of such Proceedings. The failure Seller shall reimburse Purchaser for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 portion of the Tax with respect to such Straddle Period for which the subject matter Seller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any notification not timely forwarded, unless powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.any

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authorityAuthority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 12.1 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, Purchaser shall control such Proceedings and shall consult in good faith with Seller as to the conduct of such Proceedings. Seller shall reimburse Purchaser for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Seller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 Article XI with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Seller shall, at their its own expense, control any audit audit, investigation or examination by any Taxing authority, and have the right to initiate any claim for refund, and to contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent any taxable period of Company ending on or Parent have an indemnification obligation under this Article VIIIbefore the Closing Date. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, any contest, resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldDate. (b) In the case of any Tax Proceedings relating to any Straddle Period, Purchaser and Seller shall jointly control such Tax Proceedings and shall consult in good faith with each other as to the conduct of such Tax Proceedings. Each party shall pay its own costs, including legal costs, of conducting such Tax Proceedings; provided, however, that either party may -------- ------- instead elect to pay or cause to be paid to the other the allocable amount of the applicable Taxes that constitute its Taxes (which amount shall not be less than the portion allocable to it hereunder of the Tax as asserted by the applicable Taxing authority) including any interest, penalties, or additions thereto asserted in such Tax Proceeding. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. (c) Each party shall promptly forward to the other all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (cd) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 8.9 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authorityAuthority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 15.3 copies of all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing authority Authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, Buyer shall control such Proceedings and shall consult in good faith with Seller as to the conduct of such Proceedings. Seller shall reimburse Buyer for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Buyer is liable pursuant to Section 9.2 hereof. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection Section 9.5 shall not relieve the other party from its obligations under this Section 8.6 Article IX with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax ProceedingsPROCEEDINGS") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with sole payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, SVG shall control such Proceedings and shall consult in good faith with Watkxxx-Xxxxxxx xx to the conduct of such Proceedings. Watkxxx-Xxxxxxx xxxll reimburse SVG for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Watkxxx-Xxxxxxx xx liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 5.10 with respect to the subject matter of any notification not timely forwarded, unless and but only to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any for which that party is obligated to file Acquired Assets Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldReturns. (b) Each party shall promptly forward to the other in accordance with Section 12.9 all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) In the case of any Proceedings relating to any Straddle Period, Buyer shall control such Tax Proceedings and shall consult in good faith with Seller as to the conduct of such Tax Proceedings. Seller shall reimburse Buyer for such portion of the costs, including legal costs, of conducting such Tax Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Seller is liable pursuant to this Agreement; provided, --------- however, that Seller may instead elect to pay or cause to be paid to Buyer the ------- allocable amount of the applicable Taxes that constitute Seller's Taxes (which amount shall not be less than the portion allocable to Seller hereunder of the Tax as asserted by the applicable Taxing authority) including any interest, penalties, or additions thereto asserted in such proceeding. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. (d) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 7.7 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate with clear and convincing evidence that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect ParentSubject to the remaining provisions of this Section 9.2, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their own expense, Seller shall have the right to control any audit or examination by any Taxing authoritygovernmental entity and contest, and resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes of the Company ("collectively, “Tax Proceedings"”) for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent attributable to taxable periods of the Company ending on or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after prior to the Closing Date and any Date. Seller shall keep Buyer reasonably informed of such Tax Proceedings. Seller shall not consent to the settlement or final determination of such Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with without the prior written consent of Purchaser, Buyer (which consent shall not be unreasonably withheld. ). Notwithstanding anything to the contrary contained herein, Seller may, without the prior written consent of Buyer, consent to the settlement or final determination of Consolidated Tax Proceedings (as defined below), provided that such settlement or final determination would not materially increase the Taxes payable by Buyer or the Company (as determined without taking into account any carryforward of any tax attributes of the Company from periods ending on or prior to the Closing Date). With respect to Non-consolidated Tax Proceedings (as defined below), Buyer shall control any such Non-consolidated Tax Proceedings if (a) Seller is not obligated to indemnify Buyer under this Agreement for all Taxes that may be determined to be due as a result of such Non-consolidated Tax Proceedings, and (b) Each party as a result of such Non-consolidated Tax Proceedings, the Taxes payable by Buyer or the Company for a taxable period for which Seller is not obligated to indemnify Buyer or Company under this Agreement would likely be materially increased. With respect to Consolidated Tax Proceedings, Buyer shall have the right to participate in so much of such Consolidated Tax Proceedings as relate to the determination of the Company’s liability for income taxes (determined as if the Company was not a member of a consolidated, combined, unitary or similar group, as the case may be); but only if, (x) Seller is obligated to indemnify Buyer under this Agreement for any income taxes that may be determined to be due as a result of such Consolidated Tax Proceedings and (y) as a result of such Consolidated Tax Proceedings, the Taxes payable by Buyer or the Company (as determined without taking into account any carryforward of any tax attribute(s) of the Company from periods ending on or prior to the Closing Date) would likely be materially increased. For purposes of the preceding sentence the right to “participate” shall include (i) participation in conferences, meetings or proceedings with any Tax authority, the subject matter of which includes an item for which the Buyer or Company may have liability hereunder, (ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which the Buyer or the Company may have liability hereunder and (iii) with respect to the matters described in the preceding clauses (i) and (ii), Table of Contents participation in the submission and determination of the content of the documentation, protests, memorandum of fact and law, briefs, and the conduct of oral arguments and presentations with respect to such issues. Buyer shall promptly forward to the other Seller all written notifications and other written communications from any Taxing authority governmental entity received by such party Buyer or its affiliates the Company relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Seller is charged with payment or indemnification responsibility required to indemnify for Company Taxes under this Agreement and each indemnifying party shall promptly notifyAgreement. For purposes of this Section 9.2, and consult with, each indemnified party as tax proceedings that relate to any action it proposes to take with respect to any the Company’s liability for Taxes for which it the Company is required or was included as a member of a consolidated, combined, unitary or similar group, as the case may be, shall be referred to indemnify another party or which may affect the Taxes herein as “Consolidated Tax Proceedings”. For purposes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 with respect 9.2, tax proceedings that do not relate to the subject matter Company’s liability for Taxes for which the Company is or was included as a member of any notification not timely forwardeda consolidated, unless and combined, unitary or similar group, as the case may be, shall be referred to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashionherein as “Non-consolidated Tax Proceedings”.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any for which that party is obligated to file Acquired Assets Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldReturns. (b) Each party shall promptly forward to the other in accordance with Section 12.9 all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) In the case of any Proceedings relating to any Straddle Period, Buyer shall control such Tax Proceedings and shall consult in good faith with Seller as to the conduct of such Tax Proceedings. Seller shall reimburse Buyer for such portion of the costs, including legal costs, of conducting such Tax Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Seller is liable pursuant to this Agreement; provided, however, that Seller may instead elect to pay or cause to be paid to Buyer the allocable amount of the applicable Taxes that constitute Seller's Taxes (which amount shall not be less than the portion allocable to Seller -71- 82 hereunder of the Tax as asserted by the applicable Taxing authority) including any interest, penalties, or additions thereto asserted in such proceeding. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. (d) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 7.7 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate with clear and convincing evidence that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent Each of Acquiror and Parent Shareholders' Agent shall, at their its own expense, control any audit or examination by any Taxing taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 11.1 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) , unless such settlement would be reasonable in the case of a Person that owned Target both before and after the Closing Date. In the case of any Tax Proceedings relating to any Straddle Period, Acquiror shall control such Tax Proceedings and shall consult in good faith with Target as to the conduct of such Tax Proceedings and not settle any Tax Proceedings on terms that would result in the Shareholders having an obligation to indemnify for Taxes without the prior consent of the Shareholders' Agent, which will not be unreasonably withheld. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 10 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a Loss or other economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (ai) Indirect ParentExcept as set forth in this subsection (c)(i) below, Second Intermediary Parent, First Intermediary Parent and Parent shalleach party hereto will, at their its own expense, control any audit or examination by any Taxing authorityGovernmental Authority, and have the exclusive right to initiate any Claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("“Tax Proceedings"”) for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning for which that party is charged with payment or indemnification responsibility under this Agreement; provided that a representative from the Seller Representative or Buyer, as applicable, shall have the right to be present (in person or telephonically) on all meetings with third parties related to any such Tax Proceeding if such Tax Proceeding relates to any pre-Closing period or relates to any period that begins before the Closing Date and ends after the Closing Date and (hereafter, the “Straddle Period”). In the case of any Tax Proceedings relating to any Straddle Period, Buyer will control such Tax Proceedings and will consult in good faith with respect Seller Representative as to Straddle Periodsthe conduct of such Tax Proceedings. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall In no event will the Seller Representative settle or resolve any Tax Proceeding with relating to any Straddle Period in a manner which would adversely affect Buyer, without the prior written consent of PurchaserBuyer, which consent shall may not be unreasonably withheld, conditioned or delayed. In no event will the Buyer settle any Tax Proceeding relating to any Straddle Period in a manner which would adversely affect Sellers, without the prior written consent of the Seller Representative, which consent may not be unreasonably withheld, conditioned or delayed. (bii) Each party shall hereto will, at the expense of the requesting party, execute or cause to be executed any IRS Form 2848 power of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings that the requesting party controls. (iii) Each party hereto will promptly forward to the other party all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing authority Authority received by such party or its affiliates Affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates Affiliates is charged with payment or indemnification responsibility under this Agreement and each Agreement. Each indemnifying party shall will promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party party, and shall will not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall may not be unreasonably withheld. (c) , unless such settlement would be reasonable in the case of a Person that owned the Company both before and after the Closing Date. The failure by a party to provide timely notice under this subsection shall will not relieve the other party from its indemnification obligations under this Section 8.6 Agreement with respect to the subject matter of any notification not timely forwarded, unless and except to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashionis actually harmed thereby.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their its own expense, control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent any taxable period ending on or Parent have an indemnification obligation under this Article VIIIbefore the Closing Date. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and have the right to initiate any claim for refund or amended return, any contest, resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheldDate. (b) In the case of any Proceedings relating to any Straddle Period, Purchaser and Parent shall jointly control such Tax Proceedings and shall consult in good faith with each other as to the conduct of such Tax Proceedings. Each party shall pay its own costs, including legal costs, of conducting such Tax Proceedings; provided, however, that either party may instead elect to pay -------- ------- or cause to be paid to the other the allocable amount of the applicable Taxes that constitute its Taxes (which amount shall not be less than the portion allocable to it hereunder of the Tax as asserted by the applicable Taxing authority) including any interest, penalties, or additions thereto asserted in such proceeding. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Proceedings which the requesting party controls. (c) Each party shall promptly forward to the other all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (cd) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 8.8 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their own expense, Buyer shall have the right to control any audit or examination by any Taxing authorityAuthority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes (collectively with any audits or examinations, "Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent all taxable periods of the Companies. The Stockholders shall have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and right (but not the duty) to participate in any Tax Proceedings with respect to Straddle Periodstaxable periods for which the Stockholders are charged with the payment of the Taxes of the Companies, and to employ counsel, at their own expense, separate from the counsel employed by Buyer. Indirect Parent, Second Intermediary Parent, First Intermediary Parent Buyer and Parent the Stockholders shall settle cooperate in the defense or resolve prosecution of any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party Proceeding. Buyer shall promptly forward to the other Stockholders all written notifications and other written communications communications, including (if available) the original envelope showing any postmark, sent to any Taxing Authority by Buyer or any of the Companies or received by Buyer or any of the Companies from any Taxing authority received by such party or its affiliates Authority relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is the Stockholders are charged with the payment of Taxes of the Companies. Buyer and the Stockholders agree to retain or indemnification responsibility cause to be retained all books and records pertinent to the Companies until the applicable period for assessment under this Agreement applicable Law (giving effect to any and each indemnifying party shall promptly notifyall extensions or waivers) has expired, and consult withto abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority. Buyer agrees to give the Stockholder Representative reasonable notice prior to transferring, each indemnified party as discarding or destroying any such books and records relating to any action it proposes Tax matters and, if the Stockholder Representative so requests, Buyer shall allow the Stockholder Representative to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes possession of another party such books and records. Buyer shall not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected partiesStockholders, which consent shall not be unreasonably withheld. (c) . The failure Stockholders shall reimburse Buyer for all costs, including legal costs, of conducting such Tax Proceedings relating to periods or portions of taxable periods prior to the Closing Date. The Stockholders shall execute or cause to be executed any powers of attorney or other documents reasonably requested by a party Buyer to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 enable Buyer to take any and all actions it reasonably needs to take with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashionTax Proceedings.

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent Each party shall, at their its own expense, control any audit or examination by any Taxing authorityAuthority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings for which that party is charged with respect to Straddle Periodspayment or indemnification responsibility under this Agreement. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other in accordance with Section 9.2 all written notifications and other written communications communications, including if available the original envelope showing any postmark, from any Taxing taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority Authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) . In the case of any Proceedings relating to any Straddle Period, Buyer shall control such Proceedings and shall consult in good faith with Seller as to the conduct of such Proceedings. Seller shall reimburse Buyer for such portion of the costs, including legal costs, of conducting such Proceedings as is represented by the portion of the Tax with respect to such Straddle Period for which Seller is liable pursuant to this Agreement. Each party shall, at the expense of the requesting party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Proceedings which the requesting party controls. The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 Article VIII with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an a loss or other economic detriment because of such failure to provide notification in a timely fashion.