Common use of Contest Provisions Clause in Contracts

Contest Provisions. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of Buyer and Seller The Acquiror shall promptly notify the other Parent in writing upon receipt by the Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect which might affect the Tax liabilities for which the Parent or any Affiliates of the Parent on the Closing Date (other than the Company or any Transferred Subsidiary) may be liable; provided, however, that a failure to do so shall not reduce the Parent’s liability under Section 7.03, except to the extent such failure adversely impacts the Parent’s ability to defend the audit or assessment. The Parent or its designee shall have the sole right to represent the Company’s and each Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which such other party the Parent (or any such Affiliates of the Parent on the Closing Date other party’s Affiliatesthan the Company or any Transferred Subsidiary) may be liable under this Agreement. Sellerliable, to settle such matters, and to employ counsel of its choice at its expense, except that Parent shall control not settle any such proceeding that would reasonably be expected to materially adversely affect the complete defense Acquiror, any of its Affiliates, the Company or any Transferred Subsidiary without the prior written consent of Acquiror (such consent not to be unreasonably withheld or delayed). In the case of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Taxable periods ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer subject to the subsequent clauses of this sentence, the Acquiror shall be entitled, at its expense, have the right to participate represent the Company’s and each Transferred Subsidiary’s interests in any such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year such Taxable periods, but the Parent or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, designee shall be entitled to participate at its expense in any such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or attributable to the portion of any such Taxable period beginning ending on or before and ending after the Closing Date, if including the Closing Date is and, with the written consent of the Acquiror (such consent not to be unreasonably withheld or delayed) and at the Parent’s or its designee’s sole expense, the Parent or its designee may assume the control of such entire audit or proceeding, but, in such case, Parent shall not settle any such audit or proceeding that would reasonably be expected to materially adversely affect the 2009 calendar yearAcquiror, any of its Affiliates, the Company or any Transferred Subsidiary without the prior written consent of the Acquiror (such defense shall consent not to be governed by unreasonably withheld or delayed). None of the second sentence Acquiror, any of this Section 6.5(i); and if its Affiliates, the Company or any Transferred Subsidiary may settle any Tax claim for any Taxes for which the Parent (or any Affiliates of the Parent on the Closing Date is in other than the 2010 calendar yearCompany or any Transferred Subsidiary) may be liable, without the prior written consent of the Parent (such defense shall consent not to be governed by the third sentence of this Section 6.5(iunreasonably withheld or delayed).

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any Pre-Closing Tax Period; provided, that failure to comply with respect this provision shall not affect Buyer’s right to Taxes for which indemnification under this Agreement except to the extent such other party (or failure materially impairs Seller’s ability to contest any such other partyTax liabilities. (ii) Seller shall have the sole right to represent the Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 8.2 and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Seller’s choice at its Seller’s expense; provided, however, that Seller shall have no right to represent the Company’s interests in any Tax audit or administrative or court proceeding unless (1) Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if any, chosen by Seller in connection therewith, and (2) that Seller agrees with Buyer that, as between Buyer and Seller, Seller shall be liable for any Losses or Expenses relating to Taxes for a settlement Pre-Closing Tax Period that result from such audit or compromise of proceeding; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding would proceeding. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller shall be reasonably likely entitled to increase settle, either administratively or after the Tax commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company or any of its Affiliates Affiliate thereof for a taxable any period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. withheld. (iii) Buyer shall, at its expense, control shall have the complete defense of sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities other than those for a taxable year or period beginning after the Closing Date; which Seller has exercised such right pursuant to paragraph (c)(ii) of this Section 8.2 and to employ counsel of Buyer’s choice at Buyer’s expense, provided, howeverthat Seller and its representatives shall be permitted, that if a settlement or compromise of at Seller’s expense, to be present at, and participate in, any such audit or proceeding would relating to Taxes arising or with respect to Pre-Closing Tax Periods, and, provided, further, that Buyer shall not be reasonably likely entitled to increase settle or compromise, either administratively or after the Tax liability commencement of Seller litigation, any such audit or any of its Affiliates for a taxable period proceeding relating to Taxes arising or portion thereof ending with respect to periods on or before the Closing Date, (i) Date without the prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. With Buyer shall have the sole right to defend the Company with respect to the defense of any issue, and settle or compromise any issue, arising in connection with any Tax audit or administrative or court proceeding relating to Taxes for a taxable year the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue and to indemnify Seller and hold Seller harmless from any Losses or period beginning Expenses resulting from any such settlement or compromise. In such case, Buyer agrees to keep Seller reasonably informed of the progress of any such audit or proceeding. (iv) Nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or before and ending after the Closing Date, if the Closing Date is administrative or court proceeding. Any proceeding with respect to which Seller does not assume control in accordance with this Section 8.2(c) may be settled or compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Group Member’s right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Parent in ------------------ writing upon receipt by Buyer, any of its Affiliates or any Company of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Parent may be liable pursuant to this Section 8.2; provided, ----------- -------- that failure to give notice pursuant to this Section 8.2(c)(i) will have no ----------------- effect on the indemnification obligations under this AgreementSection 8.2(a), except to the -------------- extent such failure materially prejudices the party entitled to notice. Seller, at its expense, Parent shall control have the complete defense of sole right to represent each Company's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Parent may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 8.2, and shall to employ counsel or other advisors of its choice at its ----------- expense; provided, howeverthat without the prior written consent of Buyer, that if a settlement or compromise which -------- consent may be withheld in the sole discretion of Buyer, Parent may not settle any such audit claim if such settlement would result in material adverse Tax consequences to Buyer Group Members with respect to taxable years or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof periods beginning after the Closing DateDate or, (i) Buyer shall be entitledwith respect to any Straddle Period, at its expense, to participate in the portion of such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Straddle Period beginning after the Closing Date; provided, however-------- further, that if in no case shall Buyer withhold consent where Parent shall ------- indemnify Buyer, in a settlement manner (and amount) then determined by Buyer to be reasonably acceptable, for the increase in tax liability to Buyer resulting from such settlement. (ii) In the case of any pending or compromise of threatened federal, state, local or foreign Tax audits, examinations or assessments pertaining to a Straddle Period with respect to which Parent and Buyer both have liability pursuant to Section 8.2(a), Buyer shall have the sole right to represent each Company's -------------- interests in any such audit or proceeding would proceeding; provided, that Parent shall be reasonably likely --------- entitled to increase participate at its expense in such audit or proceeding, and, with the Tax liability written consent of Seller Buyer and at Parent's sole expense, may assume the entire control of such audit or proceeding (iii) None of Buyer, any of its Affiliates or any Company may settle any Tax claim for a taxable period or portion thereof ending on or before any Taxes for which Parent may be liable pursuant to Section ------- 8.2 (a) without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consentconsent of Parent, which consent shall not may be unreasonably ------ withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar yearsole discretion of Parent, provided, that in no case shall -------- Parent withhold consent where Buyer shall indemnify Parent, in a manner then determined by Parent to be reasonably acceptable, for the increase in Tax liability to Parent resulting from such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Visant in writing upon receipt by Buyer or any of its Affiliates or Xxx Xxxxxxxx or any of the Transferred Subsidiaries of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes which may materially affect the Tax Liabilities of Xxx Xxxxxxxx or any of the Transferred Subsidiaries for which Visant would be required to indemnify Buyer pursuant to Section 5.15(a), provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent Visant has been materially prejudiced as a result of such other party (failure. Visant shall have the right to represent Xxx Xxxxxxxx or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control of the complete defense of Transferred Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverVisant shall not be entitled to settle, that if a settlement either administratively or compromise after the commencement of litigation, any such audit or proceeding claim for Taxes which would be reasonably likely adversely affect the liability for Taxes attributable to increase the Tax liability of Buyer Xxx Xxxxxxxx or any of its Affiliates the Transferred Subsidiaries for a taxable any period or portion thereof beginning after the Closing DateDate to any extent (including the imposition of income Tax deficiencies, (ithe reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without the prior written consent of Buyer’s written consent, which . Such consent shall not be unreasonably withheld or delayed. withheld, and shall not be necessary to the extent that Visant has indemnified Buyer shall, at its expense, control against the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise effects of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (a) Buyer and Seller shall promptly (and in any event within fifteen (15) Business Days) notify the other Seller in writing upon receipt by Buyer, any of its affiliates or any Company or any Company Subsidiary of notice of any pending or threatened Federal, state, local or foreign audits or assessments with respect relating to Taxes which may affect the Tax liabilities of any Company or any Company Subsidiary for which such other party (Seller would be required to indemnify Buyer pursuant to Section 7.1(a) hereof; provided, however, that no failure or delay in giving any such other party’s Affiliates) may be liable notice shall relieve Seller of its obligations under this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent the Companies' interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; providedprovided that with respect to any Company or Company Subsidiary for which Buyer and Seller have not made a valid election under Code Section 338(h)(10), howeverBuyer shall be given notice of, that if a and have the right to monitor all proceedings and to review in advance and comment on all submissions made by Seller in connection therewith. Notwithstanding the foregoing, Seller agrees not to take any position or enter into any agreement, settlement or compromise arrangement related to the treatment under the Code of any such audit insurance or proceeding would be reasonably likely to increase the Tax liability of Buyer annuity policies, plans, or contracts, any financial products and any similar related policies, contracts, plans or products, whether individual, group or otherwise issued, entered into or sold by Liberty Life, Liberty Bermuda or any Insurance Subsidiary that is inconsistent with the intended treatment under the Code of such polices, plans, contracts or products or take any other action that would affect their intended treatment under the Code without the consent of Buyer, which consent shall not be unreasonably withheld. (b) Seller shall be entitled to participate at its Affiliates own expense in the defense of any claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by Seller pursuant to Section 7.1(a) hereof and, (i) Buyer shall be entitledwith the written consent of Buyer, and at its sole expense, may assume the entire defense of such claim. None of Buyer, the Companies or the Company Subsidiaries may agree to participate in such audit settle any claim for Taxes for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by Seller under Section 7.1(b) Seller may not settle or compromise such audit or proceeding hereof without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Acquired Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax Liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under this Agreementpursuant to Section 10.01(a) or Section 10.01(e). Seller, at its expense, Seller shall control have the complete defense of right to represent each Acquired Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period Taxable periods ending on or before the Closing Date, including responding Date or otherwise relating to information Taxes for which Seller may be liable pursuant to Section 10.01(a) or document requests and managing any such audit or proceedingSection 10.01(e), and shall to employ counsel or other advisors of its choice at its expense; provided, howeverthat Buyer shall have the right to participate in any such proceeding with respect to Taxes imposed solely on the Acquired Companies that are not imposed or calculated on a combined, consolidated or unitary basis with Seller or any Affiliate of Seller; and provided, further, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or neither Seller nor any of its Affiliates may settle any such Tax claim that could reasonably be expected to affect the amount of Taxes for which the Acquired Companies are liable after the Closing Date without the written consent of Buyer, which consent may be withheld in the reasonable discretion of Buyer. In the case of a taxable Taxable period or portion thereof beginning before and ending after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or attributable to the portion of such period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date. None of Buyer, (iany of its Affiliates or any Acquired Company may settle any Tax claim for any Taxes for which Seller may be liable pursuant to Section 10.01(a) or Section 10.01(e), without the prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence reasonable discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Seller.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Newpark in writing upon receipt by Purchaser, any of its Affiliates or the Transferred Entities of notice of any pending pending, proposed, threatened or threatened audits actual Tax audit or assessments with respect to Tax deficiency, assessment or other claim which may affect the Taxes for which such other party (any Pre-Closing Period or any such other party’s Affiliates) may Straddle Period for which Newpark would be liable under this Agreementpursuant to Section 7.1(a). SellerNewpark shall promptly notify Purchaser in writing upon receipt by Newpark, at its expenseNewpark Texas or any of their Affiliates of notice of any pending, proposed, threatened or actual Tax audit or Tax deficiency, assessment or other claim which may affect the Taxes for any Straddle Period for which Purchaser would be liable pursuant to Section 7.1(b). Newpark shall have the sole right to control the complete defense of in any Tax audit or administrative or court proceeding (a “Tax Contest”) relating to Taxes for a taxable year or period ending on or before the any Pre-Closing Date, including responding Period and to information or document requests and managing any such audit or proceeding, and shall employ counsel or and other advisors of its choice at its expense; provided, however, provided that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of Purchaser (together with its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (icounsel and other advisors) Buyer shall be entitled, at its expensesole cost, to participate in (but not control) any proceeding relating to any such Pre-Closing Period. In the event Newpark shall have the right to control any such Tax Contest, Purchaser shall, upon request of Newpark, execute any such document and take such other action as may be reasonably requested by Newpark to obtain an extension of the period during which the taxable year or period to which such Tax Contest relates remains subject to further audit or proceedingexamination. In the event of any Tax Contest relating to a Straddle Period of the Transferred Entities, (i) to the extent the issues can be separated into those for which Newpark would be liable under Section 7.1(a) and those for which Purchaser would be liable under Section 7.1(b), then each of Newpark, on the one hand, and Purchaser, on the other, shall control the defense of those issues for which it would be liable, employing counsel and other advisors of its own choice, at its expense, (ii) Seller with respect to all other issues, Purchaser shall be entitled to control the defense employing counsel and other advisors of its choice at its expense, provided that Newpark (along with counsel and other advisors of its choice) shall be entitled to participate in the defense of and to take over such defense if Purchaser is not prosecuting the defense diligently, vigorously and professionally. Neither Purchaser nor the Transferred Entities may not agree to settle any Tax claim which may affect the Taxes for which Newpark or compromise such audit or proceeding its Affiliates would be liable under Section 7.1(a) without Buyer’s the prior written consentconsent of Newpark, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shallFurther, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or neither Newpark nor any of its Affiliates may agree to settle any Tax claim which may affect the Taxes for a taxable period which Purchaser or portion thereof ending on or before the Closing Date, (iTransferred Entities would be liable under Section 7.1(b) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of Purchaser, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller TriZetto shall promptly notify the other IMS in writing upon receipt by TriZetto, any of its affiliates or Erisco of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Erisco for which IMS would be required to indemnify TriZetto pursuant to Section 8.1(a), PROVIDED that failure to comply with this provision shall not affect TriZetto's right to indemnification hereunder, except to the extent that IMS is prejudiced by such other party (or failure. IMS shall have the sole right to represent Erisco's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverIMS shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of TriZetto or Erisco for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of TriZetto. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise IMS has indemnified TriZetto against the effects of any such audit or proceeding would settlement. IMS shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by IMS pursuant to Section 8.1(a) and, (i) Buyer shall be entitledwith the written consent of TriZetto, and at its sole expense, may assume the entire defense of such tax claim. Neither TriZetto nor Erisco may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by IMS under Section 8.1(a) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of IMS, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller (i) Newco shall promptly notify the other Cargill in writing upon receipt by Newco, any of its Affiliates or, after the Effective Date, any Contributed Subsidiary or any Subsidiary thereof of notice of any pending or threatened federal, state, local or foreign tax audits or assessments with respect to Taxes for which such other party (may materially affect the tax liabilities of any Contributed Subsidiary or any such other party’s AffiliatesSubsidiary thereof for any period beginning prior to the Effective Date. (ii) may be liable under this Agreement. Seller, at its expense, Cargill shall control have the complete defense sole right to represent the interests of each Contributed Subsidiary and each Subsidiary thereof in any Tax tax audit or administrative or court proceeding relating solely to Taxes tax liabilities for a taxable year which Cargill would be required to indemnify the Newco Indemnitees pursuant to paragraph (a) of this Section 9.24 and to employ counsel of Cargill’s choice at Cargill’s expense. Except for an audit or period ending on or before the Closing Dateproceeding relating to Cargill Retained Taxes, including responding Newco and its representatives shall be permitted, at Newco’s expense, to information or document requests be present at, and managing participate in, any such audit or proceeding to the extent related to a Contributed Subsidiary or any Subsidiary thereof. Nothing herein shall be construed to impose on Newco or any officer, employee or agent thereof any obligation to defend any Contributed Subsidiary or any Subsidiary thereof in any such tax audit or administrative or court proceeding. Except for an audit or proceeding relating to Cargill Retained Taxes, Cargill shall not settle, either administratively or after the commencement of litigation, any claim for taxes which would adversely affect the liability for taxes of any Contributed Subsidiary or any Subsidiary thereof for any period after the Effective Date without the prior written consent of Newco, which consent shall not be unreasonably withheld. (iii) Newco shall have the sole right to represent the interests of each Contributed Subsidiary and shall each Subsidiary thereof in any tax audit or administrative or court proceeding relating solely to tax liabilities for which Cargill would not be required to indemnify the Newco Indemnitees pursuant to paragraph (a) of this Section 9.24 and to employ counsel or other advisors of its Newco’s choice at its Newco’s expense; provided, however, that if no court proceeding may be brought in the corporate name of Cargill or a settlement or compromise Subsidiary of Cargill as in effect prior to the change in corporate name required by Section 9.18 without the prior written consent of Cargill in its sole and absolute discretion. Cargill and its representatives shall be permitted, at Cargill’s expense, to be present at, and participate in, any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates proceeding. (iv) Except for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such an audit or proceeding without Buyer’s written consentrelating to Cargill Retained Taxes, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of with respect to any Tax tax audit or administrative or court proceeding relating which jointly relates to Taxes Cargill and a Contributed Subsidiary or Subsidiary thereof for a taxable year periods beginning prior to the Effective Time, Cargill and Newco shall try to separate the proceedings into two proceedings, one solely regarding Cargill and one solely regarding the Contributed Subsidiary or period beginning after Subsidiary thereof. To the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely extent Cargill and Newco are able to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in separate such proceedings, and (ii) Buyer may not settle or compromise such audit or the proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense solely regarding Cargill shall be governed by the second sentence provisions of paragraph (c)(ii) of this Section 6.5(i); 9.24, and if the Closing Date is in proceeding solely regarding the 2010 calendar year, such defense Contributed Subsidiary or Subsidiary thereof shall be governed by the third sentence paragraph (c)(iii) of this Section 6.5(i)9.24. To the extent that Cargill and Newco are not able to separate such proceedings, Cargill and Newco shall cooperate with each other so that the contest of tax liabilities for which Cargill is responsible under paragraph (a)(i) of this Section 9.24 is governed to the greatest extent possible by paragraph (c)(ii) of this Section 9.24 and the contest of tax liabilities for which Newco is responsible under paragraph (a)(ii) of this Section 9.24 is governed to the greatest extent possible by paragraph (c)(iii) of this Section 9.24.

Contest Provisions. (a) Each of Buyer Purchaser, on the one hand, and Seller Seller, on the other hand (the “Tax Indemnified Person”), shall promptly notify the chief tax officer (or other appropriate person) of Seller or Purchaser, as the case may be (the “Tax Indemnifying Person”), in writing upon within ten (10) Business Days of receipt by the Tax Indemnified Person of written notice of any pending or threatened audits audits, adjustments, claims, examinations, assessments or assessments other proceedings (a “Tax Audit”) which are likely to affect the liability for Taxes of such other party. If the Tax Indemnified Person fails to give such timely notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with respect such Tax Audit if such failure to give notice adversely affects the other party’s rights to participate in the Tax Audit. (b) If such Tax Audit relates to any taxable period, or portion thereof, ending on or before the Closing Date or for any Taxes for which Seller is liable in full under this Agreement, Seller shall, at its expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to any taxable period, or portion thereof, beginning on or after the Closing Date or for any Taxes for which Purchaser is liable in full under this Agreement, Purchaser shall, at its expense, control the defense and settlement of such Tax Audit. (c) If such Tax Audit relates to Taxes for which such other party (or any such other party’s Affiliates) may be both Seller and Purchaser are liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each party will control the defense and settlement of Taxes for which it is so liable. If such Tax Audit relates to a taxable period, or portion thereof, beginning before and ending after the Closing Date and any Tax item cannot be identified as being a liability of only one party or cannot be separated from a Tax item for which the other party is liable, Seller, at its expense, shall control the complete defense and settlement of any the Tax audit or administrative or court proceeding relating Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld. (d) Any party whose liability for Taxes for may be affected by a taxable year or period ending on or before the Closing Date, including responding Tax Audit shall be entitled to information or document requests participate at its expense in such defense and managing any such audit or proceeding, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a expense and shall have the right to consent to any settlement or compromise of any such audit or proceeding Tax Audit (not to be unreasonably withheld) to the extent such settlement would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates have an adverse effect for a taxable period for which that party is not liable for Taxes, under this Agreement or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)otherwise.

Contest Provisions. Each of Buyer Subject to the cooperation provisions in Section 4.2 and Seller Article V hereof and to this Section 4.3, Torchmark shall promptly notify have full responsibility and discretion in the other in writing upon receipt of notice handling of any pending or threatened audits or assessments Tax controversy with respect to Taxes any Tax Return which Torchmark is required to file or cause to be filed hereunder, including, without limitation, an audit, a protest to the Appeals Division of the IRS, other administrative appeals, and litigation in Tax Court or any other court of competent jurisdiction (a "Tax Controversy"). In the event a Tax Controversy involves items that could give rise to a payment of Tax for which such other party (or any such other party’s Affiliates) may WRFI would be liable under this Agreement. Sellerhereunder or otherwise or a refund of Tax for which WRFI would be entitled hereunder or otherwise (a "WRFI Item") and also involves items that could give rise to a payment of Tax for which Torchmark would be liable or a refund of Tax for which Torchmark would be entitled hereunder or otherwise (a "Torchmark Item"), at its expense, then Torchmark shall control advise and consult with WRFI with respect to such Tax Controversy and any proposed settlement thereof which affects the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingWRFI Items, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding any WRFI Item without Buyer’s written consent, WRFI's consent (which consent shall may not be unreasonably withheld or delayedwithheld). Buyer shallWRFI and its representatives, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its WRFI's expense, shall be entitled to participate in such proceedingsall conferences, meetings, or proceedings with any Tax Authority, the subject matter of which includes or affects any WRFI Item, and (ii) Buyer may not settle shall be entitled to participate in all appearances before any court, the subject matter of which includes or compromise such audit affects any WRFI Item. The right of WRFI to participate shall include, without limitation, discretion to control the content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or proceeding without Seller’s written consentpresentations, which consent shall not be unreasonably withheld or delayed. With the selection of witnesses, and the negotiation of stipulations of fact with respect to the defense of any WRFI Items. In the event a Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning Controversy involves only WRFI Items, and has no affect on or before Torchmark Items, then upon request by WRFI, WRFI shall have full responsibility and ending after the Closing Date, if the Closing Date is discretion in the 2009 calendar yearhandling, at WRFI's expense, of such defense shall be governed by the second sentence of this Tax Controversy with Torchmark's cooperation as set forth in Section 6.5(i); 4.2 and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Article V hereof.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates, either of the Companies or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to this Agreement. Seller, at its expense, Section 7.2. (ii) Seller shall control have the complete defense of sole right to represent each Company’s and each Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Seller may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 7.2, and shall to employ counsel or other advisors of its choice at its expense; provided. None of Buyer, howeverany of its Affiliates, that if a settlement any of the Companies or compromise any Subsidiary may settle any Tax claim for any Taxes for which Seller may be liable pursuant to this Section 7.2, without the prior written consent of any such audit or proceeding would Seller, which consent may be reasonably likely to increase withheld in the Tax liability sole discretion of Seller. (iii) Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes for a taxable period or portion thereof beginning after the Closing Date, which Buyer is liable pursuant to this Section 7.2. (iiv) Buyer shall be entitled, at its expense, have the sole right to participate represent each Company’s and each Subsidiary’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; providedwhich Buyer may be liable pursuant to this Section 7.2, however, that if a settlement or compromise and to employ counsel of any such audit or proceeding would be reasonably likely to increase the Tax liability its choice at its expense. None of Seller or any of its Affiliates may settle any Tax claim for any Taxes for which Buyer may be liable pursuant to this Section 7.2, without the prior written consent of Buyer, which consent may be withheld in the sole discretion of Buyer. (v) Notwithstanding the foregoing clauses of this Section 7.2(c), in the case of any Straddle Period (other than a taxable period or portion thereof Straddle Period ending after the Cut-Off Date and on or before the Closing DateDate and other than a Straddle Period relating to property Taxes for which Buyer is wholly liable): (A) Seller and Buyer shall promptly notify the other party in writing upon receipt by Seller or Buyer, respectively, of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to such Straddle Period, (iB) Seller, at its expense, Seller shall be entitled have the right to participate represent each Company’s and each Subsidiary’s interest in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes in respect of such Straddle Period, provided that Buyer shall be entitled to participate at its expense in any Tax Audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period beginning after the Cut-Off Date and, with the written consent of Seller, and at Buyer’s sole expense, may assume the entire control of such audit or proceeding, and (C) neither Seller nor Buyer nor any Affiliate of either of them may settle any Tax claim for a taxable year any Taxes relating to such Straddle Period without the prior written consent of the other party, which consent shall not be unreasonably withheld or period beginning delayed. (vi) Notwithstanding the foregoing clauses of this Section 7.2(c), in the case of any Straddle Period ending after the Cut-Off Date and on or before and ending after the Closing Date, if the Closing Date (other than a Straddle Period relating to property Taxes for which Buyer is wholly liable): (A) Buyer shall promptly notify Seller in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to such Straddle Period, (B) Seller shall have no obligation to notify Buyer upon receipt by Seller or any of its Affiliates of any such notice, (C) Seller shall have the sole right to represent each Company’s and each Subsidiary’s interest in any Tax audit or administrative or court proceeding relating to Taxes in respect of such Straddle Period, and (D) Seller shall have the sole right to settle any Tax Claim for any Taxes relating to such Straddle Period, and neither Buyer nor any Affiliate of Buyer may settle any Tax claim for any Taxes relating to such Straddle Period without the prior written consent of Seller, which consent may be withheld in the 2009 calendar year, such defense shall be governed by sole discretion of Seller. (vii) Notwithstanding the second sentence foregoing clauses of this Section 6.5(i7.2(c); and if the Closing Date is , in the 2010 calendar yearcase of any Straddle Period relating to property Taxes for which Buyer is wholly liable: (A) Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to property Taxes imposed with respect to such defense Straddle Period, (B) Buyer shall have no obligation to notify Seller upon receipt by Buyer of any such notice, (C) Buyer shall have the sole right to represent each Company’s and each Subsidiary’s interest in any Tax audit or administrative or court proceeding relating to property Taxes in respect of such Straddle Period, and (D) Buyer shall have the sole right to settle any Tax Claim for property Taxes relating to such Straddle Period, and neither Seller nor any Affiliate of Seller may settle any Tax claim for property Taxes relating to such Straddle Period without the prior written consent of Buyer, which consent may be governed by withheld in the third sentence sole discretion of this Section 6.5(i)Buyer.

Contest Provisions. Notwithstanding Section 9.5: (i) Each of Buyer and Seller party shall promptly notify the other party in writing upon receipt by such party or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations, claims or assessments with respect to Taxes the Purchased Assets (a “Tax Claim”) for which such other party is entitled to seek, or is seeking or intends to seek, indemnification pursuant to Article IX. (or any such other party’s AffiliatesA) may be liable under this Agreement. Seller, at its expense, Seller shall have the sole right to control the complete defense of any Tax audit Claim or administrative or court proceeding relating to income Taxes with respect to the Purchased Assets for a Pre-Closing Tax Period and to employ counsel of its own choice for such purpose and (B) Seller shall have the sole right to control any Tax Claim or administrative or court proceeding relating to non-income Taxes with respect to the Purchased Assets (the “Non-Income Taxes”) for a Pre-Closing Tax Period (other than a Straddle Period) and to employ counsel of its own choice for such purpose. Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Non-Income Taxes for any Pre-Closing Tax Period (other than a taxable year or Straddle Period) except that the prior consent of Buyer (which shall not be unreasonably withheld) is required of a settlement that negatively and materially affects Buyer with respect to a tax period ending on or before after the Closing Date. In the case of any Straddle Period, including responding Seller shall be entitled to information participate at its expense in or document requests with respect to any Non-Income Tax Claim or administrative or court proceeding relating (in whole or in part) to Non-Income Taxes attributable to the portion of such Straddle Period ending after the Closing Date and, with Buyer’s consent and managing any at Seller’s sole expense, may assume the entire control of such audit or proceeding. From and after the Closing, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability none of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit compromise, or proceeding agree to settle or compromise, any Tax Claim relating to Non-Income Taxes relating to a Pre-Closing Tax Period without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller (a) Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its Affiliates or the Company of notice of any pending or threatened audits or assessments with respect to Taxes Tax Contest that may affect the Tax liabilities of the Company for which such other party (Seller or any such other partyUSA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s Affiliates) may be liable failure so to notify Seller shall not limit Purchaser’s rights under this Agreement. Seller, at its expense, Article 8 except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall control have the complete defense of right to represent the Company’s interests in any Tax audit Contests relating solely to taxable years or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, and to employ counsel of their choice at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including responding to information or document requests reasonable fees for outside attorneys and managing other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained herein, none of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall employ counsel be entitled to settle, either administratively or other advisors after the commencement of its choice at its expense; providedlitigation, however, any claim for Taxes that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability subject of Buyer indemnification by Seller or any USA Holdco under Section 8.1(a) without the prior written consent of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, Seller and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentUSA Holdco, which consent shall not be unreasonably withheld withheld, delayed or delayed. Buyer shallconditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, at its expenseincluding reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), control provided that no Party shall be required to concede the complete defense amount of any Tax audit or administrative or court proceeding relating for which such Party is liable in order to mitigate the Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)another Party.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which may affect any Tax liability for which Seller is liable pursuant to Section 5.7 or Section 8.2(a), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder except to the extent such other party (or failure impairs Seller's ability to contest any such other party’s Affiliates) may be liable under Tax liabilities. Except as otherwise provided in this Agreement. Sellerparagraph, at its expense, Seller shall control have the complete defense of sole right to represent each Company's interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date (and any audit or proceeding relating to the determination of the Closing NOL Carryovers), and to employ counsel of its choice at its expense. Seller shall keep Buyer reasonably informed as to any material change or development in the status of any such audit or proceeding to the extent such change or development would reasonably be expected to have a material effect on the Taxes of the Companies, or any Affiliate thereof, for a any period after the Closing Date. Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of either Company for any taxable year or period ending on or before the Closing Date, including responding Date (and any proceeding relating to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors the determination of its choice at its expensethe Closing NOL Carryovers); provided, however, that if a settlement or compromise of Seller shall not settle any such audit or proceeding claim for Taxes which would be reasonably likely to increase have an adverse effect on the Tax liability of Buyer Companies, or any of its Affiliates Affiliate thereof, for a taxable period or portion thereof beginning periods after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayedand shall not be withheld, in any event, if Seller has indemnified Buyer against the effects of any such settlement. Buyer shallIn the case of any Straddle Period, Seller shall be entitled to participate at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of Buyer, that if a settlement or compromise and at Seller's sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase the Tax liability proceeding. None of Seller or Buyer, any of its Affiliates for a taxable period or portion thereof ending on either of the Companies may agree to settle any Tax claim which may be the subject of indemnification by Seller under Section 5.7 or before paragraph (a) of this Section 8.2 without the Closing Date, (i) prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Seller.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party (or any such other party’s Affiliates) may be liable incur liability under this Agreement. SellerArticle VIII, at the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) Seller shall have the sole right to represent the interests of the Company and its expense, shall control the complete defense of Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes any Tax for a any taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, that if a settlement either administratively or compromise after the commencement of litigation, any such audit or proceeding claim for Taxes with respect to any Separate Return which would be reasonably likely to increase adversely affect the Tax liability for Taxes of Buyer or the Company and its Subsidiaries for any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateDate to any extent (including, (ibut not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. withheld, and such consent shall not be necessary to the extent that Seller has indemnified Buyer shall, at against the effect of any such settlement. (c) Buyer shall have the sole right to represent the interests of the Company and its expense, control the complete defense of Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes for a Separate Returns with respect to taxable year periods including (but not ending on) or period beginning after the Closing Date; providedDate and to employ counsel of its choice at its expense, howeverprovided that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase adversely affect the Tax liability of Seller or for any of its Affiliates Taxes for a taxable any period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle Date or compromise such audit or proceeding without Seller’s written consentfor any Straddle Period, which consent shall not be unreasonably withheld or delayed. With respect and shall not be required to the defense extent that Buyer has indemnified Seller against the effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of In the event that after the Closing any Governmental Authority informs either the Seller or the Buyer and Seller shall promptly notify (or the other in writing upon receipt of notice Company) of any pending proposed or threatened audits actual audit or assessments examination with respect to Taxes for which such (a “Tax Audit”) with respect to any Pre-Closing Period, the party so informed shall notify each other party of such matter within twenty (20) Business Days after receiving such notice. No failure or delay in informing the other party shall reduce or otherwise affect the obligations or liabilities of any party hereto, except to the extent such other failure or delay shall have adversely affected the recipient party’s Affiliates) may ability to defend against any liability or claim with respect to such Taxes. Any notice shall be liable under this Agreementaccompanied by a copy of any written notice or other document received from the applicable Governmental Authority with respect to such matter. SellerSo long as the Seller diligently does so, the Seller shall have the right to control, at its expense, shall control the complete defense contest of the portions of any such Tax audit Audit for any Pre-Closing Period or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expenseStraddle Period; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely the Seller elects to increase control the Tax liability of contest, the Buyer or any of its Affiliates for a taxable period or portion thereof beginning after and the Closing Date, (i) Buyer Company shall be entitledhave the right, at its their expense, to participate in such audit or proceedingcontest. For avoidance of doubt, the Seller shall have the right to control the contest of the portion of any Tax Audits for all Straddle Periods although the Buyer and (ii) the Company shall have the right, at the Buyer’s expense, to participate in those portions of such Tax Audits that relate to Taxes of the Company for which the Buyer is required to indemnify under Section 7.7(a). The Seller may shall not settle or compromise such audit any issue related to Taxes of the Company which settlement or proceeding compromise would have any adverse impact on the liability for Taxes of the Buyer or the Company which is not subject to indemnification by Seller under this Section 7.7, without the Buyer’s written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Similarly, the Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit any issue related to Taxes of the Company which settlement or proceeding compromise would have any adverse impact on the liability for Taxes of the Seller or the Company which is not subject to indemnification by Buyer under this Section 7.7, without the Seller’s written consent, consent (which consent shall not be unreasonably withheld withheld, conditioned or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of Buyer and Seller shall promptly notify After the other Closing Date, in writing upon receipt of notice the case of any pending audit, examination, claim or threatened audits or assessments other proceeding (“Proceeding”) with respect to Taxes for which such other party (Aon is or any such other party’s Affiliates) may be liable under or entitled to a refund pursuant to this Agreement. Seller, at its expense, Buyer shall control the complete defense promptly inform Aon of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingProceeding, and shall employ counsel afford Aon, at Aon’s expense, the opportunity to control the conduct of such Proceedings and initiate any claim for refund, file any amended return or take any other advisors of its choice at its expenseaction which Aon deems appropriate with respect to such Taxes; provided, however, that if Aon chooses to control such Proceeding and such Proceeding is reasonably expected to affect Taxes for which Buyer is liable, Buyer shall be entitled to participate at its expense. Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Aon to take all actions desired by Aon with respect to such Proceeding to the extent such Proceeding may affect the amount of taxes for which Aon is liable or entitled to a settlement refund pursuant to this Agreement. Any Proceeding with respect to Taxes for a period which includes but does not end on the Closing Date shall be controlled by Buyer, but Aon shall be entitled to participate at its expense. Notwithstanding any provision of this Section 8.1 to the contrary, Aon shall not settle any Proceeding, initiate any claim for refund or compromise file any amended Tax Return without the prior written consent of any Buyer, which consent shall not be unreasonably withheld, if, as result of such audit Proceeding, claim for refund or proceeding would be reasonably likely to increase amended Tax Return, the Tax liability of Taxes payable by Buyer or any of its Affiliates the Company for a taxable period for which Aon is not obligated to indemnify Buyer or portion thereof beginning after the Closing Datecompany pursuant to this Section 8.1 would likely be increased. Notwithstanding any provision of this Section 8.1 to the contrary, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle any Proceeding, initiate any claim for refund or compromise such audit or proceeding file any amended return without Buyer’s the prior written consentconsent of Aon, which consent shall not be unreasonably withheld if, as a result of such Proceeding, claim for refund or delayed. Buyer shallamended Tax Return, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year which Aon is obligated to indemnify Buyer or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely company pursuant to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall 8.1 would likely be governed by the third sentence of this Section 6.5(i)increased.

Contest Provisions. Each of Buyer and Seller shall promptly notify (i) In the other in writing upon receipt of event any Buyer, any Target Company or any Target Subsidiary receives notice of any pending or threatened audits Tax audit, assessment or assessments with respect to other dispute concerning any Taxes for which such other party (Taxes any Seller or Seller Parent is required to provide indemnification pursuant to the indemnification provisions of this Article XI or any Taxes allocable to any Pre-Closing Period (any such audit, assessment or other party’s Affiliatesdispute, a “Contest”), Buyers’ Parent shall notify Sellers’ Representative promptly of such Contest pursuant to a Notice of Claim; provided, however, that failure of Buyers’ Parent to comply with this provision shall not affect Buyers’ right to indemnification pursuant to this Article XI unless such failure materially adversely affects the ability of such Seller to challenge such Contest. (ii) may be liable under this Agreement. Seller, at its expense, Sellers’ Representative shall control any Contest that relates to any Pre-Closing Tax Period (other than the complete defense pre-Closing portion of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingStraddle Period) , and shall be entitled to employ counsel of its choice at Sellers’ Representative’s expense; provided, however, that Sellers’ Representative shall keep Buyers’ Parent reasonably informed of the details and status of such Contest and at Buyers’ Parent’s request from time to time shall consult with Buyers’ Parent as to the conduct of and strategy for such Contest, and, at Buyers’ Parent’s expense, provide Buyers’ Parent with copies of all written material correspondence regarding such Contest; and provided further that Sellers’ Representative shall not compromise, resolve or other advisors settle, either administratively or after the commencement of litigation, any such Contest in a manner that would result in liability of a Buyers’ Indemnified Party for a Tax for which such Buyers’ Indemnified Party is not entitled to receive indemnification under this Article XI, without the prior written consent of Buyers’ Parent (such consent not to be unreasonably withheld, conditioned or delayed). If Sellers’ Representative fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Buyers’ Parent of notice of such Contest, Buyers’ Parent shall have the right to assume control of such Contest; provided, however, that (1) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Buyers’ Parent shall keep Sellers’ Representative reasonably informed of the details and status of such Contest and at Sellers’ Representative’s request from time to time shall consult with Sellers’ Representative as to the conduct of and strategy for such Contest and, at Sellers’ Representative’s expense, provide Sellers’ Representative with copies of all written material correspondence regarding such Contest; provided further that Buyers’ Parent shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld, conditioned or delayed. (iii) Buyers’ Parent shall control any Contest that relates to any Straddle Period and shall be entitled to employ counsel of its choice at its expense; provided, howeverthat, that if a settlement to the extent such Contest concerns Taxes for which any Seller or compromise Sellers’ Parent is required to provide indemnification pursuant to the indemnification provisions of any such audit this Article XI or proceeding would reasonably be reasonably likely expected to increase the Tax liability Pre-Closing Taxes that Sellers are obligated to pay pursuant to this Agreement, (x) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest; and (y) Buyers’ Parent shall keep Sellers’ Representative reasonably informed of Buyer the details and status of such Contest and at Sellers’ Representative’s request from time to time shall consult with Sellers’ Representative as to the conduct of and strategy for such Contest and, at Sellers’ Representative’s expense, provide Sellers’ Representative with copies of all written material correspondence regarding such Contest. Notwithstanding the foregoing, Buyers’ Parent shall not be entitled to compromise, resolve or any of its Affiliates for a taxable period settle, either administratively or portion thereof beginning after the Closing Datecommencement of litigation, (i) Buyer shall be entitled, at its expense, to participate any such Contest in such audit or proceeding, and (ii) a manner that would increase the liability for Taxes of any Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be required to the extent that Buyers’ Parent or a Buyer directly pays such additional amounts owed by the other party, if any, and agrees in writing with the other party not to seek indemnity from the other party against the effects of such settlement. If Buyers’ Parent fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Sellers’ Representative of notice of such Contest, Sellers’ Representative shall have the right to assume control of such Contest; provided, however, that (1) Buyers’ Parent shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Sellers’ Representative shall keep Buyers’ Parent reasonably informed of the details and status of such Contest and at Buyers’ Parent’s request from time to time shall consult with Buyers’ Parent as to the conduct of and strategy for such Contest; provided further that Sellers’ Representative shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of Buyers’ Parent, such consent not to be unreasonably withheld withheld, conditioned or delayed. With respect to . (iv) To the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after extent that it conflicts with Section 11.3(b), the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence provisions of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense 11.7(e) shall be governed by the third sentence of this Section 6.5(i)control with respect to all Contests.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other ECA in writing upon receipt by Buyer, any of its Affiliates or Mountaineer of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Mountaineer for which such other party (or ECA would be required to indemnify Buyer pursuant to Section 11.02(a)(i), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. ECA shall have the sole right to represent Mountaineer's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverECA shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or Mountaineer for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise ECA has indemnified the Buyer against the effects of any such audit or proceeding would settlement. ECA shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by ECA pursuant to Section 11.02(a)(i) and, (i) Buyer shall be entitledwith the written consent of Buyer, and at its sole expense, may assume the entire defense of such tax claim. Neither Buyer nor Mountaineer may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by ECA under Section 11.02(a)(i) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of ECA, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer CNB and the Seller shall promptly notify the ------------------ each other in writing upon receipt by either of them, or any of their affiliates, or the Bank, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Bank for which such other party (or any such other party’s Affiliates) may Seller would be liable under required to indemnify CNB pursuant to this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent the Bank's interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Seller (A) shall consult with CNB with respect to participate the resolution of any issue that would affect CNB or the Bank in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards to the Bank or CNB), and (iiB) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without Buyer’s written consentthe consent of CNB, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in the defense of any claim for Taxes for a period described in Section 4.17(c) for the portion of the year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder. Neither CNB nor the Bank may agree to settle any such proceedings, and (ii) Buyer may not settle claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on the Closing Date that is the subject of indemnification by Seller hereunder without the prior written consent of Seller’s written consent, which consent shall not be unreasonably withheld withheld. Seller shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateCNB, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Sellers in writing upon receipt by Buyer or any of Buyer’s Affiliate, or, after the Closing Date, the Targets, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with respect this provision shall not affect Buyer’s right to Taxes for which indemnification under this Agreement except to the extent such other party (or failure materially impairs Sellers’ ability to contest any such other party’s AffiliatesTax liabilities. (ii) may be liable under this Agreement. Seller, at its expense, Sellers shall control have the complete defense of sole right to represent the Targets’ interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Sellers would be required to indemnify any Buyer Indemnitee pursuant to paragraph (a) of this Section 9 and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its such Seller’s choice at its such Seller’s expense; provided, however, that such Seller shall have no right to represent any Target’s interests in any Tax audit or administrative or court proceeding unless (A) such Seller shall have first notified Buyer in writing of such Seller’s intention to do so and of the identity of counsel, if a settlement or compromise of any, chosen by such Seller in connection therewith, and (B) that such Seller agrees with Buyer that, as between Buyer and such Seller, such Seller shall be liable for any Adverse Consequences relating to Taxes that result from such audit or proceeding would be reasonably likely to increase the Tax liability of proceeding; provided, further, that Buyer or any of and its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer representatives shall be entitledpermitted, at its Buyer’s expense, to participate in be present at any such audit or proceeding, and (ii) Seller may not settle or compromise such other than any audit or proceeding relating to any consolidated Income Tax Return. Notwithstanding the foregoing, neither Sellers nor any Affiliate of Sellers shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of Buyer or any Buyer Affiliate or the Targets for any period after the Closing Date to any extent unless Sellers have indemnified Buyer and each Buyer Affiliate (including the Targets) against the effects of any such settlement (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer’s written consent, which consent . (iii) Buyer shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control have the complete defense of sole right to represent the Targets’ interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities other than those for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise which Seller has exercised such right pursuant to paragraph (f)(ii) of any such audit or proceeding would be reasonably likely this Section 9 and to increase the Tax liability employ counsel of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, Buyer’s choice at Buyer’s expense. (iiv) Seller, at its expense, Nothing herein shall be entitled construed to participate impose on Buyer any obligation to defend the Targets in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating under Section 9(f)(ii) or Section 9(f)(iii). Any proceeding with respect to Taxes for a taxable year which Sellers do not assume control in accordance with this Section 9(f) may be settled or period beginning on or before and ending after the Closing Date, if the Closing Date is compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Indemnitees right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of Buyer and Seller (a) The Purchaser shall promptly notify the other Minto Delaware in writing upon receipt by the Purchaser, the Company or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (Minto Delaware or any such other party’s Affiliates) Minto Holdings may be liable under this Agreement. Sellerpursuant to Section 9.1 and Article X. (b) Notwithstanding Section 10.2, at its expense, Minto Delaware shall control have the complete defense of right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingInitial Closing, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely Minto Delaware shall have no right to increase represent the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate Company’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating unless Minto Delaware shall have first notified the Purchaser in writing of its intention to do so and shall have agreed with the Purchaser in writing that, as between the Purchaser, on the one hand, and Minto Delaware and Minto Holdings, on the other hand, Minto Delaware and Minto Holdings shall be liable for any Taxes for that result from such audit or proceeding attributable to taxable periods ending on before the Initial Closing. The Company and its representatives shall cooperate with Minto Delaware in such a taxable year or period beginning after proceeding and shall have the Closing Date; provided, however, that if a settlement or compromise of right to participate fully at their expense in any such audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof Straddle Period ending on or before after the Closing DateInitial Closing. Notwithstanding the foregoing, (i) Seller, at its expense, Minto Delaware shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which adversely affects the liability for Taxes of the Purchaser, the Company or any Affiliate thereof for any period after the Initial Closing to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer without the prior written consent of the Purchaser, provided however that Purchaser’s consent may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other ------------------ Seller in writing upon receipt by Purchaser, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Company for which such other party (or Seller would be required to indemnify Purchaser pursuant to Section 5.3(e)(ii)(A). Seller shall have the sole right to represent the Company's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser, the Company or any of their Affiliates for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise Seller has indemnified Purchaser against the effects of any such audit or proceeding would settlement. Seller shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing Date, (iDate which may be the subject of indemnification by Seller pursuant to Section 5.3(e)(ii)(A) Buyer shall be entitledand, at its expensesole expense and with the written consent of Purchaser, may assume the entire defense of such tax claim. Neither Purchaser nor the Company may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by Seller under Section 5.3(e)(ii)(A) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller (i) Purchaser shall promptly notify the other Seller Representative in writing upon receipt by Purchaser, any of its Affiliates, or, after the Closing Date, the Company or any Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes for which such other party any Pre-Closing Tax Period. (or any such other partyii) From and after the Closing, Seller Representative shall have the sole right to represent the Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control and the complete defense of Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Pre-Closing DateTax Period (other than a Straddle Period), including responding and to information or document requests employ counsel of Seller Representative’s choice at Seller Representative’s expense; provided, further, that Purchaser and managing its representatives shall be permitted, at Purchaser’s expense, to be present at, and participate in, any such audit or proceeding, . From and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateClosing, (i) Buyer Purchaser shall be entitled, at its expense, have the sole right to participate represent the Company’s and the Subsidiaries’ interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing DateStraddle Period, and to employ counsel of Purchaser’s choice at Purchaser’s expenses; provided, however, that if a settlement or compromise of the Seller Representative and its representatives shall be permitted, at the Seller Representative’s expense, to be present at, and participate in, any such audit or proceeding would be reasonably likely relating to increase the a refund of (or credit against) Income Taxes allocable to such Pre-Closing Tax liability Period. None of Seller or Purchaser, any of its Affiliates for a taxable period Affiliates, the Company or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, any Subsidiary shall be entitled to participate settle, either administratively or after the commencement of litigation, any claim for Taxes in such proceedingsrespect of any Pre-Closing Tax Period or any Tax Reduction, and without the prior written consent of the Seller Representative (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not to be unreasonably withheld withheld, delayed or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(iconditioned).

Contest Provisions. Each of Buyer and Purchaser shall promptly, but in no event later than 10 days after receipt, notify Seller shall promptly notify the other in writing upon receipt by Purchaser, any of its Affiliates, any Company Member or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent each Company Member and each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingTaxes for which Seller may be liable pursuant to this Agreement, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if . In the case of a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning before and ending after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such period ending on and including the Closing Date and, with the written consent of Purchaser and at Seller's sole expense, may assume the entire control of such audit or proceeding. None of Purchaser, any of its Affiliates, any Company Member or any Subsidiary may settle any Tax claim for a any Taxes for which Seller may be liable pursuant to this Agreement, without the prior written consent of Seller, which consent may not be unreasonably withheld. From the date hereof, Seller shall not make or terminate any Tax election, settle or compromise any Tax dispute, or enter into any closing agreement if such action would materially increase the Taxes of any Company Member for any taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise Date without the prior written consent of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consentPurchaser, which consent shall may not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which would affect the Tax Liabilities for which Seller is liable pursuant to Section 10.01(a) (a “Pre-Closing Tax Contest”); provided, however, that failure to provide such other party notice shall not void any indemnity hereunder except to the extent Seller is actually prejudiced by such failure. Seller shall have the right to elect, within thirty (or 30) days of receipt of written notice, to represent the Acquired Companies’ interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding conducted on a combined, consolidated or unitary basis with Seller or solely relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date the resolution of which is not reasonably expected to information affect any Taxes or document requests Tax position in any Tax period beginning on or after the Closing Date and managing any such audit or proceedingfor which Seller is liable pursuant to Section 10.01(a), and shall to employ counsel or other advisors of its choice at its expense; providedprovided that Buyer shall have the right to participate in any such audit or proceeding with respect to Taxes imposed on the Acquired Companies, howeverthe Transferred Assets or the Business (except to the extent that such audit or proceeding is with respect to U.S. federal or state income Taxes imposed or calculated on a combined, that if a settlement consolidated or compromise unitary basis with Seller or any of its Affiliates) and Seller shall (a) keep Buyer informed of the progress of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for in a taxable period or portion thereof beginning after the Closing Datetimely manner, (ib) promptly provide Buyer shall be entitledwith copies of all material correspondence or other material documents relating to such audit or proceeding, at its expense, (c) promptly provide notice to participate Buyer of any material scheduled meetings (whether telephonic or in person) with any Taxing Authority relating to such audit or proceeding, and (iid) Seller may not settle or compromise any such audit or proceeding without the prior written consent of Buyer’s written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. , to the extent such settlement could reasonably be expected to affect any Taxes or Tax position of the Buyer shall, at or its expense, control Affiliates (including the complete defense of Acquired Companies) in any Tax audit or administrative or court proceeding relating to Taxes for a taxable Taxable year or period beginning (or portion thereof) ending after the Closing Date; provided. If Seller does not or cannot elect to control a Pre-Closing Tax Contest, howeverBuyer shall control such proceeding and Seller shall have the rights of the non-controlling party, that if a settlement or compromise mutatis mutandis. In the case of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates an Acquired Company for a taxable period Straddle Period, Seller shall be entitled to elect to participate at its expense in such audit or proceeding with respect to the portion thereof of such Straddle Period ending on or before the Closing DateDate for which Seller is liable pursuant to Section 10.01(a). None of Buyer, (i) Seller, at any of its expense, shall be entitled to participate in such proceedings, and (ii) Buyer Affiliates or the Acquired Companies may not settle or compromise any such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With with respect to the defense portion of any Tax such audit or administrative or court proceeding relating to Taxes for a taxable year which Seller is liable pursuant to Section 10.01(a), without the prior written consent of Seller, not to be unreasonably withheld, conditioned or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)delayed.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or any Purchased Entity of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under this Agreementpursuant to SECTION 8.2(A). Seller, at its expense, Seller shall control have the complete defense of sole right to represent the Purchased Entity's interests in any Tax audit or administrative or court proceeding ("TAX PROCEEDING") relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingTaxes for which Seller may be liable pursuant to SECTION 8.2(A), and shall to employ counsel or other advisors of its choice at its expense; providedPROVIDED, howeverHOWEVER, that (A) Seller shall consult with Buyer before taking any significant action in connection with such Tax Proceeding if a settlement or compromise of any such audit or proceeding Tax Proceeding would be reasonably likely to increase the Tax liability of adversely affect Buyer or any of its Affiliates for a taxable period or portion thereof beginning (including, after the Closing, the Purchased Entities), and (B) Seller shall not settle, compromise or abandon any such Tax Proceeding, if such action would adversely affect Buyer or any of its Affiliates (including, after the Closing, the Purchased Entities), without obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. For the avoidance of doubt, Seller shall have the sole right (subject to the preceding sentence) to control any Tax Proceeding relating to the pre-Closing Daterestructuring of the Purchased Entities resident in Mexico. In the case of a Tax Proceeding for any Straddle Period of a Purchased Entity (other than a Straddle Period governed by the preceding sentence), the Controlling Party shall have the right to control such Tax Proceeding; PROVIDED, HOWEVER, that (iA) Buyer the Controlling Party shall provide the Non-controlling Party with a timely and reasonably detailed account of each phase of such Tax Proceeding; (B) the Controlling Party shall consult with the Non-controlling Party before taking any significant action in connection with such Tax Proceeding; (C) the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding (and will consider such comments in good faith); (D) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding; (E) the Non-controlling Party shall be entitled, at its expense, entitled to participate in such audit Tax Proceeding if such Tax Proceeding would have an adverse impact on the Non-controlling Party or proceeding, any of its Affiliates; and (iiF) Seller may the Controlling Party shall not settle settle, compromise or compromise abandon any such audit or proceeding Tax Proceeding without Buyer’s obtaining the prior written consent, which consent shall not be unreasonably withheld withheld, delayed or delayed. Buyer shallconditioned, at its expenseof the Non-controlling Party if such settlement, control compromise or abandonment would adversely affect the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller Non-controlling Party or any of its Affiliates Affiliates. "CONTROLLING PARTY" shall mean whichever Selling Entity, on the one hand, or Buyer, on the other hand, is reasonably expected to bear the greater Tax liability in connection with a Tax Proceeding for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedingsStraddle Period, and (ii) Buyer may "NON-CONTROLLING PARTY" shall mean whichever of Selling Entity, on the one hand, or Buyer, on the other hand, is not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With the Controlling Party with respect to the defense such Tax Proceeding. None of Buyer, any of its Affiliates or any Purchased Entity may settle any Tax audit or administrative or court proceeding relating claim for any Taxes 76 for which Seller may be liable pursuant to Taxes for a taxable year or period beginning on or before and ending after SECTION 8.2(A), without the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence prior written consent of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Seller.

Contest Provisions. Each of Buyer and Seller shall promptly notify (a) In the other in writing upon receipt of event (i) any Stockholder or their Affiliates or (ii) Eclipsys or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party’s right to indemnification hereunder unless such failure materially adversely affects the party’s ability to challenge such Tax audits or assessments. (b) The Stockholders shall have the sole right to represent the interests of EPSI in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Stockholders shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Tax Return of EPSI that is not prepared on a consolidated, combined or unitary basis which would adversely affect the liability for Taxes of Eclipsys or EPSI for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of Eclipsys, which consent shall not be unreasonably withheld, and such consent shall not be necessary to the extent that the Stockholders have indemnified Eclipsys against the effect of any such other party’s Affiliatessettlement. (c) may be liable under this Agreement. Seller, at its expense, Eclipsys shall control have the complete defense sole right to represent the interests of EPSI in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of its choice at its expense, provided that Eclipsys shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Stockholders for a taxable year or any Taxes for any period ending on or before the Closing DateDate or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentStockholders’ Representative, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Eclipsys has indemnified the Stockholders against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Stockholders’ Representative pursuant to this section, the Stockholders may continue or initiate any further proceedings at their own expense, provided that the liability of Eclipsys, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Company for which Seller would be required to indemnify Purchaser pursuant to Section 6.9(b)(1), provided however, that no delay on the part of Purchaser in notifying Seller shall relieve Seller from any liability or obligation hereunder unless (and then solely to the extent) Seller is prejudiced by such other party (or failure to give notice. Seller shall have the sole right to represent the Company's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingTime, and shall to employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser or the Company for any period after the Closing Time to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise Seller has indemnified Purchaser against the effects of any such audit or proceeding would settlement. Seller shall be reasonably likely entitled to increase participate at its expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateTime which may be the subject of indemnification by Seller pursuant to Section 6.9(b)(1) and, (i) Buyer shall be entitledwith the written consent of Purchaser, and at its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the date of the Closing Time which may be the subject of indemnification by Seller under Section 6.9(b)(1) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each With respect to each of the Companies: (a) The Buyer and Seller shall promptly notify the other appropriate Shareholder in writing upon receipt by the Buyer, or the appropriate company of notice of any pending or threatened audits audits, adjustments or assessments (a "Tax Audit") which may materially affect the liability for Taxes of such company for which such Shareholder would be required to indemnify the Buyer pursuant to Section 9.l(a). If the Buyer fails to give such prompt notice to such Shareholder, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit if such failure to give notice materially adversely affects the right of such Shareholder to participate in the Tax Audit. (b) If such Tax Audit involves solely Taxes for which such Shareholder is liable (taking into consideration any indemnification obligation pursuant to this Agreement), such Shareholder shall at its expense control the complete defense and settlement of the interests of itself and each other party in such Tax Audit provided that such Shareholder shall notify the Buyer in writing within twenty days of receiving notice from the Buyer under Section 9.5(a). Such Shareholder shall keep the Buyer informed about, and shall allow the Buyer to observe, at its sole expense, the defense of any such Tax Audit. Such Shareholder shall not pay, discharge, settle, compromise, litigate, or otherwise dispose (collectively, "dispose") of any item subject to such Tax Audit without obtaining the prior written consent of the Buyer. If such Shareholder and the Buyer cannot agree as to the resolution of such item, the dispute shall be referred to the Tax Arbitrator whose determination shall be conclusive and binding upon the parties. (c) If the appropriate Shareholder does not provide the Buyer with notice as required under this Section 9.5 and such failure to give notice materially adversely affects the Buyer, the Buyer shall control the defense of any Tax Audit involving solely Taxes for which such Shareholder is liable (taking into account any indemnification obligation imposed pursuant to this Agreement) and shall be entitled to dispose of such item subject to Tax Audit without the written consent of such Shareholder. (d) If a Tax Audit involves Taxes for which both a Shareholder and the Buyer may be liable, such Shareholder and the Buyer shall jointly control the complete defense and settlement of such Tax Audit and each shall be responsible for its own expenses. Neither party shall be entitled to dispose of any item subject to such Tax Audit with respect to Taxes for which such other party (or any such Shareholder is liable without obtaining the prior written consent of the other party’s Affiliates. If there is a disagreement regarding the resolution of any dispute between the parties, the dispute shall be referred to the Tax Arbitrator for resolution. The determination of the Tax Arbitrator shall be binding upon the parties. (e) may be liable under this Agreement. SellerThe Buyer, in its sole discretion and at its expense, shall control the complete defense and settlement of the interests of itself and each other party in any other Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Audit.

Contest Provisions. Each CMS Energy or one of Buyer and Seller its subsidiaries shall promptly notify the other Stockholders in writing upon receipt by any Tax Indemnitee of notice of any pending or threatened audits federal, state, local or assessments with respect to Taxes foreign Tax audit or assessment (including any revenue agent report or notice of proposed adjustment) which may materially affect the Tax liabilities of Terra or its Subsidiaries for which the Stockholders would be required to indemnify the Tax Indemnitees pursuant to Section 10.1 or this Section 7.2, provided, that failure to comply with this provision shall not affect the Tax Indemnitees' right to indemnification hereunder except to the extent that such other party (or any omission results in a failure of actual knowledge of the Stockholders and the Stockholders are damaged as a result of such other party’s Affiliates) may be liable under this Agreementfailure of actual knowledge. Seller, at The Stockholders shall have the sole right to represent the interests of Terra and its expense, shall control the complete defense of Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Balance Sheet Date, including responding and to information or document requests employ counsel of their choice at their expense, provided that the Tax Indemnitees (and managing their tax counsel) may, at their own expense, be present at and participate in any such audit or proceeding. Notwithstanding the foregoing, and the Stockholders shall employ counsel not be entitled to settle, either administratively or other advisors after the commencement of its choice at its expense; providedlitigation, howeverany claim for Taxes which would adversely affect the liability for Taxes of the Tax Indemnitees for any period after the Balance Sheet Date to any extent (including, that if a settlement but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or compromise cost adjustments, the lengthening of any such audit amortization or proceeding would be reasonably likely to increase depreciation periods, the denial of amortization, depreciation or depletion deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which Indemnitees. Such consent shall not be unreasonably withheld or delayednecessary to the extent that the Stockholders have indemnified the Tax Indemnitees in a manner reasonably acceptable to the Tax Indemnitees against the effects of any such settlement. Buyer shallExcept to the extent that CMS Energy reasonably concludes that the presence of a representative of Management Stockholders will interfere with the contest of matters unrelated to the matters which are subject to indemnification by the Management Stockholders under this Section 7.2 ("Indemnified Tax Items"), a representative of the Management Stockholders (and their tax counsel) may, at its their own expense, control the complete defense of be present at and participate in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after Indemnified Tax Items. CMS Energy shall not settle any dispute with respect to Indemnified Tax Items without the Closing Date; providedconsent of the Management Stockholders, however, except that if a settlement or compromise of CMS may settle any such audit or proceeding would be reasonably likely dispute without the consent of the Management Stockholders if it agrees to increase relieve the Tax liability Management Stockholders of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With their indemnification obligation hereunder with respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)transaction.

Contest Provisions. Each of Buyer and Seller (a) Capital Growth shall promptly notify the other Shareholders in writing upon receipt by Capital Growth, the Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 15.1 and Article XII. (b) The Shareholders shall control have the complete defense of right to represent Global Capacity’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its their choice at its their expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely the Shareholders shall have no right to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate represent Global Capacity’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating unless the Shareholders shall have first notified Capital Growth in writing of their intention to do so and shall have agreed with Capital Growth in writing that, as between Capital Growth and the Shareholders, the Shareholders shall be liable for any Taxes for a taxable year that result from such audit or period beginning after proceeding. The Surviving Corporation and its representatives shall have the Closing Date; provided, however, that if a settlement or compromise of right to fully participate at their expense in any such audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and Straddle Period ending after the Closing Date. Notwithstanding the foregoing, if the Shareholders shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which adversely affects the liability for Taxes of Capital Growth, Global Capacity or any Affiliate thereof for any period after the Closing Date is to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Capital Growth, which consent may be withheld in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Capital Growth.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholder in writing upon receipt by THK, the RESO Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholder may be liable under this Agreement. Seller, at its expense, pursuant to Section 10.1 and Article IX. (b) The Shareholder shall control have the complete defense of right to represent RESO’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its his choice at its expense; provided, however, that if a settlement the Shareholder shall have no right to represent RESO’s interests in any Tax audit or compromise administrative or court proceeding unless the Shareholder shall have first notified THK in writing of the Shareholder’s intention to do so and shall have agreed with THK in writing that, as between THK and the Shareholder, the Shareholder shall be liable for any such Taxes that result from any audit or proceeding. RESO Surviving Corporation and its representatives shall have the right to fully participate at their expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend RESO with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Shareholder shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, RESO Surviving Corporation or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the sole discretion of THK unless the Shareholder has indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Dover in writing upon receipt by Buyer or any of its Affiliates of notice in writing of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes any taxable period ending on or before the Closing Date or any Straddle Period or relating to a Tax for which such other party (or any such other party’s Affiliates) Dover may be liable under pursuant to this Agreement. Seller, at its expense, . (ii) Dover shall control have the complete defense of sole right to represent each Acquired Company’s interests in any Tax audit or administrative or court proceeding Proceeding with any Governmental Entity relating to Taxes for (“Tax Proceeding”) (x) relating to a taxable year or period ending on or before the Closing Date, including responding (y) relating to information the VAT Issue, or document requests and managing (z) relating to Taxes payable in connection with a Tax Return filed by any such audit Consolidated Tax Group (other than one consisting solely of one or proceedingmore Acquired Companies), and shall to employ counsel or other advisors of its Dover’s choice at its Dover’s expense; provided, however, that if a settlement that, except to the extent related to the VAT Issue or compromise any Taxes described in clause (z), (A) Dover shall inform Buyer of the status of any such audit Tax Proceeding, (B) Dover shall provide Buyer (at Buyer’s cost and expense) with complete and accurate copies of any pleadings, correspondence and other documents (in each case, as Buyer may reasonably request in writing) in respect of any such Tax Proceeding, (C) Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Tax Proceeding, (D) Dover shall consult with Buyer prior to any settlement of any such Tax Proceeding and (E) Dover shall, prior to any proposed settlement by Dover of any such Tax Proceeding that could reasonably be expected to materially adversely affect Buyer or proceeding the Acquired Companies in any taxable period (including portions of any Straddle Period) ending after the Closing Date or give rise to a Tax payment upon such settlement for which Buyer may be liable pursuant to Section 5.1(a)(ii), (I) notify Buyer in writing of the terms of such proposed settlement, stating that Dover is prepared to, and has received reasonable assurances from the applicable Governmental Entity that it is prepared to, settle the Tax Proceeding on the basis of such terms and (II) provide to Buyer such other information in Dover’s possession as may be reasonably necessary to allow Buyer to evaluate the consequences of such proposed settlement. Within thirty (30) days after receiving a notice described in clause (E) of the preceding sentence, Buyer shall notify Dover in writing either (1) that Buyer agrees to such settlement, in which case Dover shall be entitled to settle such Tax Proceeding in accordance with such terms, or (2) that Buyer does not agree to such settlement, and agrees in writing that Buyer (i) shall represent the relevant Acquired Company’s interests in any such Tax Proceeding, (ii) shall waive any right to indemnification relating to such Tax Proceeding in excess of the indemnification that would be reasonably likely payable upon settlement of such Tax Proceeding on such terms, and (iii) shall indemnify and hold harmless the Dover Indemnified Parties from and against all Losses attributable to increase such Tax Proceeding (other than Dover’s indemnification obligation based on the proposed settlement), in which case Buyer shall have the sole right to represent the Acquired Company’s interests in such Tax liability Proceeding (provided that Dover and its representatives shall be permitted, at Dover’s expense, to be present at, and participate in, any such Tax Proceeding); provided that any failure by Buyer to timely provide such notice shall be deemed to be notice as described in clause (1). (iii) Buyer shall have the sole right to represent any Acquired Company’s interests in any other Tax Proceeding (including, for the avoidance of Buyer doubt, any such Tax Proceeding relating to a Straddle Period other than a Tax Proceeding relating to the VAT Issue or any Tax described in clause (z) of its Affiliates the first sentence of Section 5.1(c)(ii)); provided, however, that, with respect to any such Tax Proceeding relating to a Tax for a which Dover may be liable pursuant to this Agreement, Buyer shall consult with Dover prior to any settlement of any such Tax Proceeding. In addition, except in the case of the VAT Issue or Taxes described in clause (z) of the first sentence of Section 5.1(c)(ii), Buyer shall have the sole right to represent any Acquired Company’s interests in any Tax Proceeding relating to any taxable period or portion thereof beginning Tax with respect to which Dover otherwise had the sole right to undertake such representation to the extent that Dover failed, after reasonable notice from Buyer, to undertake such representation in a timely manner and Buyer provides notice, and agrees in writing, in the manner set forth in clause (2) of the second sentence of Section 5.1(c)(ii) (with the amount payable upon failure to pursue such representation being treated as the settlement amount). With respect to any Tax Proceeding that Buyer controls in accordance with this Section 5.1(c)(iii) other than a Tax Proceeding relating to a Tax Return of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to the limitations contained in Section 1504(b) of the Code) that, at any time after the Closing Date, (i) Buyer shall be entitledincludes any Acquired Company and any entity that is not an Acquired Company or a successor to an Acquired Company, or any other group of entities filing Tax Returns on a combined, consolidated or unitary basis that, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning time after the Closing Date; provided, howeverincludes any Acquired Company and any entity that is not an Acquired Company or a successor to an Acquired Company, that if a Buyer shall, prior to any proposed settlement or compromise by Buyer of any such audit or proceeding would Tax Proceeding that could reasonably be reasonably likely expected to increase materially adversely affect the Tax liability of Seller or Dover Indemnified Parties in any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date (or the portion of any Straddle Period ending on the Closing Date) or give rise to a Tax upon such settlement for which Dover may be liable pursuant to this Agreement, (iI) Sellernotify Dover in writing of the terms of such proposed settlement, at its expensestating that Buyer is prepared to, and has received reasonable assurances from the applicable Governmental Entity that it is prepared to, settle the Tax Proceeding on the basis of such terms and (II) provide to Dover such other information in Buyer’s possession as may be reasonably necessary to allow Dover to evaluate the consequences of such proposed settlement. Within thirty (30) days after receiving a notice described in clause (I) of the preceding sentence, Dover shall notify Buyer in writing either (1) that Dover agrees to such settlement, in which case Buyer shall be entitled to participate settle such Tax Proceeding in accordance with such proceedingsterms, or (2) that Dover does not agree to such settlement, and agrees in writing that Dover (i) shall represent the relevant Acquired Company’s interests in any such Tax Proceeding, (ii) shall waive any right to indemnification relating to such Tax Proceeding in excess of the indemnification that would be payable upon settlement of such Tax Proceeding on such terms, and (iiiii) shall indemnify and hold harmless the Buyer may not settle or compromise Indemnified Parties from and against all Losses attributable to such audit or proceeding without SellerTax Proceeding (other than Buyer’s written consentindemnification obligation based on the proposed settlement), in which consent case Dover shall not be unreasonably withheld or delayed. With respect have the sole right to represent the defense of any Acquired Company’s interests in such Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before Proceeding (provided that Buyer and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense its representatives shall be governed by the second sentence of this Section 6.5(ipermitted, at Buyers expense, to be present at, and participate in, any such Tax Proceeding); and if the Closing Date is in the 2010 calendar year, provided that any failure by Dover to timely provide such defense notice shall be governed by the third sentence of this Section 6.5(ideemed to be notice as described in clause (1).

Contest Provisions. Each of (a) Buyer and Seller or Sellers, as the case may be, shall promptly notify the other party in writing upon receipt by them, any of their Affiliates, or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which the other party might be liable pursuant Section 8.2.1. (b) Sellers (x) shall, with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Sellerimposed on a Subsidiary, at its expense, shall control have the complete defense of sole right to represent each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods or otherwise relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Sellers may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 8.2, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (iiy) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expensewith respect to Taxes imposed on the Business, Purchased Assets, and Assumed Liabilities (other than Taxes imposed on a Subsidiary), have the sole right to control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Pre-Closing DateTax Periods, and to employ counsel of its choice at its own expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely Buyer shall have the right to increase participate in the Tax liability of Seller audits or any of its Affiliates for a taxable period administrative or portion thereof ending on or before the Closing Date, (i) Seller, court proceedings described above at its own expense, . Sellers shall not be entitled to participate in such proceedings, and settle a Tax claim under the preceding sentence without Buyer's consent (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld withheld) if such settlement would result in Buyer or delayed. With any of the Subsidiaries being bound legally (in a way in which a closing agreement under Section 7121 of the Code entered into by a taxpayer with respect to a proposed adjustment may legally bind the defense taxpayer for future years with respect to such adjustment) for Tax periods (or portions thereof) beginning after the Closing Date and in all cases would result in a Material Adverse Effect; provided, however, that Sellers shall not be so restricted if and to the extent Sellers provide indemnification for such Material Adverse Effect. In the case of a Straddle Period with respect to Taxes imposed on a Subsidiary, Sellers shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning attributable to the portion of such Straddle Period ending on or before and ending after the Closing Date, if including the Closing Date is in and, with the 2009 calendar yearwritten consent of Buyer, and at Seller's sole expense, may assume the entire control of such defense shall audit or proceeding. None of Buyer, any of its Affiliates, or any Subsidiary may settle any Tax claim for any Taxes for which Seller may be governed by the second sentence of liable pursuant to this Section 6.5(i); and if 8.2, without the Closing Date is in the 2010 calendar yearprior written consent of Seller, such defense shall which consent may not be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer and Seller (i) Buyers shall promptly notify the other Sellers’ Representative in writing upon receipt by Buyers, any of their Affiliates or, after the Closing Date, an Acquired Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period ending on or before the Closing Date or to any Straddle Period; provided, that failure to comply with respect this provision shall not affect Buyers’ right to Taxes for which indemnification under this Agreement except to the extent such other party (or failure materially impairs the Sellers’ ability to contest any such other partyTax liabilities. (ii) Sellers’ Representative shall have the sole right to represent an Acquired Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability (A) for which Sellers would be required to indemnify Buyer Group Members pursuant to Section 8.1(a) and (B) that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Sellers’ Representative’s choice at its Sellers’ Representative’s expense; provided, however, that except for Tax audits and administrative or court proceedings disclosed on Schedule 5.6(B), Sellers’ Representative shall have no right to represent an Acquired Company’s interests in any Tax audit or administrative or court proceeding unless (1) Sellers’ Representative shall have first notified Buyers in writing of Sellers’ Representative’s intention to do so and of the identity of counsel, if a settlement any, chosen by Sellers’ Representative in connection therewith and (2) the Sellers agree with Buyers that, as between Buyers and Sellers, Sellers shall, jointly and severally, be liable for any Losses and Expenses relating to Taxes that result from such audit or compromise of proceeding. Sellers’ Representative intends to represent one or more Acquired Company’s interests in Tax audits and administrative or court proceedings disclosed on Schedule 5.6(B), and agree with Buyers that, as between Buyers and Sellers, Sellers shall, jointly and severally, be liable for any Losses and Expenses relating to Taxes that result from such audit or proceeding. Buyers and their Representatives shall be permitted, at Buyers’ expense, to be present at, and participate in, any such audit or proceeding would proceeding. Notwithstanding the foregoing, Sellers’ Representative shall not be reasonably likely entitled to increase settle, either administratively or after the Tax commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, an Acquired Company or any of its Affiliates Affiliate thereof for a taxable any period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, Date to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding any extent without Buyer’s the prior written consentconsent of Buyers, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, control . (iii) Buyers shall have the complete defense of sole right to represent an Acquired Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities other than those for a taxable year or period beginning after which Sellers has exercised such right pursuant to paragraph Section 8.1(c)(ii) and to employ counsel of Buyers’ choice at Buyers’ expense. Buyers shall have the Closing Date; provided, however, that if a settlement or compromise of sole right to defend an Acquired Company with respect to any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedingsissue, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consentany issue, which consent shall not be unreasonably withheld or delayed. With respect to the defense of arising in connection with any Tax audit or administrative or court proceeding relating to Taxes for a taxable year the extent Buyers shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue. (iv) Nothing herein shall be construed to impose on Buyers any obligation to defend an Acquired Company in any Tax audit or period beginning on administrative or before and ending after the Closing Date, if the Closing Date is court proceeding. Any proceeding with respect to which Sellers’ Representative does not assume control in accordance with this Section 8.1(c) may be settled or compromised in the 2009 calendar yeardiscretion of Buyers, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Group Member’s right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of Buyer Buyer, Seller and Seller Brite shall promptly notify the each other in writing upon receipt by any of them, or any of their affiliates, or Company, of notice of any pending or threatened federal, state, local, or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Savings for which such other party (Brite or any such other party’s Affiliates) may Seller would be liable under required to indemnify Buyer pursuant to this Agreement. Seller, at its expense, Brite shall control have the complete defense of sole right to represent Company's interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Brite (i) shall consult with Buyer with respect to participate the resolution of any issue that would affect Buyer or Company in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization of depreciation periods, the denial of amortization or depreciation deductions, or the reductions of loss or credit carry forwards to Company or Buyer), and (ii) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without the consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Brite and Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at Brite's expense in such proceedingsthe defense of any claim for Taxes for a period described in Section 4.5(e) for the portion of the year or period ending on November 30, and (ii) 1998 that is the subject of indemnification by Brite hereunder. Neither Company nor Buyer may not agree to settle any such claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on November 30, 1998 that is the subject of indemnification by Brite hereunder without Seller’s the prior written consentconsent of Brite, which consent shall not be unreasonably withheld withheld. Brite shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateBuyer, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Tribune in ------------------ writing upon receipt by Buyer, any of its Affiliates, the Company or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Tribune may be liable under this Agreementpursuant to Section 11.1(a). Seller, at its expense, --------------- Tribune shall control have the complete defense of sole right to represent the Company's and each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Tribune may be liable pursuant to Section 11.1(a), --------------- and to employ counsel of its choice at its expense. In the case of a Straddle Period, Buyer shall control any audit, administrative or court proceeding, but Tribune shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Tribune's sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates, the Company or any Subsidiary may settle any Tax claim for any taxable year or period ending on or before the Closing DateDate (or for any Straddle Period) which may be the subject of indemnification by Tribune under Section 11.1(a), including responding or otherwise relating to information or document requests and managing any such audit or proceedingTaxes which Tribune may be --------------- liable pursuant to Section 11.1(a), and shall employ counsel or other advisors without the prior written consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent--------------- Tribune, which consent shall not may be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Tribune.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Aon in writing upon receipt by Buyer, any of its Affiliates, the Company or the Subsidiaries of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect (“Tax Contest”) relating to Taxes taxable periods ending on or before the Closing Date or which might otherwise affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Aon may be liable pursuant to this Section 8.1; provided, however, that a failure to give such notice will not affect the rights of Buyer, the Company or the Subsidiaries to indemnification under this Agreement. Seller, at its expense, Agreement except and only to the extent that such failure impairs the ability of Aon or Seller to contest such Tax Contest. (ii) Aon shall control have the complete defense of right to represent the Company’s and the Subsidiaries’ interests in any Tax audit or administrative Contest or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding which Seller may be liable pursuant to information or document requests and managing any such audit or proceedingthis Section 8.1, and shall to employ counsel or other advisors of its choice at its own expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates the issues raised in such Tax Contest or court proceeding (other than a Tax Contest or court proceeding relating to a combined, consolidated or unitary return that includes an entity other than the Company or the Subsidiaries) could have a material impact on Taxes or Tax positions of Buyer, the Company or the Subsidiary for a taxable year or period or portion thereof beginning ending after the Closing Date, (i) then Buyer shall be entitled, have the right to participate at its expenseown expense in the conduct and resolution of such Tax Contest or court proceeding. In the case of a Straddle Period, Seller shall be entitled to participate at its own expense in any Tax Contest or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such audit Straddle Period ending on and including the Closing Date. If Seller or proceedingAon shall have the right to control the conduct and resolution of any Tax Contest but elect in writing not to do so, then Buyer shall have the right to control the conduct and resolution of such Tax Contest, provided that Buyer shall keep Seller informed of all developments on a timely basis and shall not settle any such Tax Contest without the approval of Seller (iiwhich approval shall not be unreasonably withheld) if such Tax Contest could result in any indemnification obligation for Seller. Notwithstanding the foregoing, Seller may shall not settle or compromise any Tax Contest if such audit settlement or proceeding compromise would adversely affect the Taxes or Tax position of Buyer, the Company or any Subsidiary for a taxable year or period ending after the Closing Date without Buyer’s prior written consent, consent (which consent shall not be unreasonably withheld or delayed. withheld) unless Seller agrees to indemnify Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any from and against such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)adverse effect.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes with respect to Taxes which the other party may incur liability under this Article VII, the party in receipt of such notice promptly shall notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect any party’s right to indemnification hereunder unless such failure materially adversely affects the ability of the party that did not receive notice to challenge such Tax audits or assessments. (b) Seller shall have the sole right to represent the interests of the Company or any Company Subsidiary in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date (or for which such other party (or any such other party’s Affiliates) the Seller may otherwise be liable required to indemnify the Buyer under this Agreement), and to employ counsel of its choice at Seller’s expense. SellerNotwithstanding the foregoing, at its expenseSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes with respect to any Return of either Company or any Company Subsidiary (or modify any such Return) that adversely would affect the liability for Taxes of Buyer or the Company for any period beginning on or after the Closing Date or create an indemnity obligation on the part of Buyer without the prior written consent of Buyer, which consent shall control not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to the complete defense extent that Seller indemnifies Buyer against the effects of such settlement. (c) Buyer shall have the sole right to represent the interests of the Company or any Company Subsidiary in any Tax audit or administrative or court proceeding relating to Taxes for a with respect to taxable year periods including (but not ending before) or period ending on or before beginning after the Closing Date, including responding Date (and for which the Seller may otherwise be required to information or document requests indemnify the Buyer under this Agreement) and managing any such audit or proceeding, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement Buyer shall not be entitled to settle, either administratively or compromise after the commencement of litigation, any such audit or proceeding claim regarding Taxes that adversely would be reasonably likely to increase affect the Tax liability of Buyer Seller (including any Taxes that may be payable by any indirect owners of Seller) for any Tax or any create an indemnity obligation on the part of its Affiliates for a taxable period or portion thereof beginning after Seller, without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentprior consent of Seller, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Buyer indemnifies Seller against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence of Seller pursuant to this Section 6.5(i); and if the Closing Date is in the 2010 calendar year7.3, such defense shall be governed by the third sentence of this Section 6.5(i)Seller may continue or initiate any further proceedings at its own expense.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Sellers in writing upon receipt by Purchaser, any of its Affiliates or the Companies or the Subsidiaries of notice of any pending or threatened Federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes or notification of any claim for taxation which may materially affect the tax liabilities of the Companies and/or the Subsidiaries for which such other party (the Sellers would be required to indemnify Purchaser, the Companies or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax audit or administrative or court proceeding relating Subsidiaries pursuant to Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expenseSection 5.4(a)(i); provided, however, that a failure to give such notice will not affect Purchaser's, the Companies' or the Subsidiaries' rights to indemnification hereunder, except to the extent, if a settlement any, that, but for such failure, the Sellers could have avoided the Tax liability in question. The Sellers shall have the right to control the conduct of any audit or compromise claim or administrative or judicial proceeding relating to any Pre-Closing Period (other than an Interim Period, the treatment of which is discussed in the immediately succeeding paragraph), and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Purchaser, the Companies or the Subsidiaries for any period after the Closing Date (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld or delayed, and shall not be necessary to the extent that the Sellers have indemnified the Purchaser against the effects of any such settlement. Purchaser (and its representatives) also may participate in any such audit or claim or administrative or judicial proceeding at its own expense and, if the Sellers do not promptly assume the conduct or defense of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer claim or any of proceeding, Purchaser (or its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (irepresentatives) Buyer shall be entitledmay, at the Sellers' reasonable expense and without any effect to its expenseor the Companies' or Subsidiaries' rights to indemnification under Section 5.4(a)(i) of this Agreement, to participate defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding. The Sellers shall be entitled to participate at their expense in the defense of any claim for Taxes for an Interim Period which may be the subject of indemnification by the Sellers pursuant to Section 5.4(a)(i) and, with the written consent of Purchaser, which shall not be unreasonably withheld or delayed (it being understood that it would be reasonable for Purchaser to withhold such consent if as part of the same defense proceeding, there exist issues with respect to Taxes which may not be the subject of indemnification by the Sellers pursuant to Section 5.4(a)(i)), and (ii) Seller at its sole expense, may assume the entire defense of such Tax claim; provided, however, that, notwithstanding the foregoing, the Sellers shall not be entitled to settle or otherwise compromise, either administratively or after the commencement of litigation, any such Tax claim without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed) if the settlement or compromise would result in any additional liability for Taxes of Purchaser, the Companies or the Subsidiaries for such audit Interim Period or proceeding any period after the Closing Date (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) which would not be fully indemnified by the Sellers under Section 5.4(a)(i) of this Agreement. Purchaser, the Companies and the Subsidiaries shall not agree to settle any tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by the Sellers under Section 5.4(a)(i) without Buyer’s the prior written consentconsent of the Sellers, which consent shall not be unreasonably withheld or delayed. Buyer shallExcept as provided otherwise in Section 5.4(a)(vi) and this Section 5.4(a)(vii), Purchaser shall control at its expenseown expense any and all audit, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect judicial proceedings related to the defense Taxes of any Tax audit the Companies or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Subsidiaries.

Contest Provisions. Each of (a) In the event (i) the Seller or its Affiliates or (ii) the Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other parties of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless and to the extent such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) The Seller shall represent the interests of the Company in any Tax audit or administrative or court proceeding to the extent such audit or proceeding relates to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of the Seller's choice at the Seller's expense, if the Seller notifies the Buyer of its decision to take such actions within thirty (30) calendar days of the date on which the Seller receives notice of any such audit or proceeding from the Buyer (with respect to audits or proceedings as to which the Buyer first received notice from a Governmental Authority or other party’s AffiliatesPerson) may be liable under this Agreement. Selleror the date on which the Seller delivered to the Buyer notice of any such audit or proceeding (with respect to audits or proceedings as to which the Seller first received notice from a Governmental Authority or other Person), provided however, that the Buyer may, at its own expense, attend, but not participate in or control, all conferences, meetings and proceedings relating to such audits or proceedings. The Seller shall control inform the complete defense Buyer of all developments and events relating to such audits or proceedings. Notwithstanding the foregoing, if the Seller elects to so represent the interests of the Company, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Return of the Company which would adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Buyer shall have the sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of the Buyer's choice at the Buyer's expense, provided that the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Seller for a taxable year or any Taxes for any period ending on or before the Closing DateDate or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, delayed and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that the Buyer has fully indemnified the Seller against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Seller pursuant to this section, the Seller may continue or initiate any further proceedings at its own expense, the Buyer shall not be obligated to incur any further expenses in such matter and the liability of the Buyer, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of Buyer and Seller The Surviving Corporation shall as promptly as practicable, but in no event later than ten (10) Business Days after receipt, notify the other JUSI in writing upon receipt by the Surviving Corporation, any of its affiliates or Rexair of written notice of any pending or threatened audits Tax audit or assessments with respect to Taxes which may affect the Tax liabilities of the Company or Rexair for which such other party JUSI would be required to indemnify the Surviving Corporation pursuant to Section 6.10 (or a) and (c), provided that failure by the Surviving Corporation to so notify JUSI of any such other partyaudit or assessment shall relieve Jacuzzi and JUSI of their obligation to indemnify the Parent Indemnified parties in respect of any Taxes resulting from any such audit or assessment only if and only to the extent that JUSI establishes that such failure adversely prejudiced JUSI in defending against such audit or assessment. JUSI shall have the sole right to represent the Company and Rexair’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in any Tax audit or administrative or court proceeding relating to in respect of Taxes for a which JUSI would be required to indemnify the Surviving Corporation pursuant to Section 6.10 (a) if the proceeding relates to taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverJUSI shall not be entitled to settle, that if a settlement either administratively or compromise after the commencement of litigation, any such audit claim for Taxes which would adversely affect the liability for Taxes of Parent (or proceeding would be reasonably likely to increase the Tax liability direct or indirect owners of Buyer interests in Parent), the Surviving Corporation or Rexair for any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateDate (including, (i) Buyer shall be entitledbut not limited to, at its expensethe imposition of income Tax deficiencies, to participate in such audit the reduction of asset basis or proceedingcost adjustments, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense lengthening of any Tax audit amortization or administrative depreciation periods, the denial of amortization or court proceeding relating to Taxes for a taxable year depreciation deductions, or period beginning after the Closing Date; provided, however, that if a settlement reduction of loss or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof credit carryforwards (other than carryforwards arising in periods ending on or before the Closing Date)) without the prior written consent of Parent, (i) Sellersuch consent not to be unreasonably withheld, delayed or conditioned. JUSI shall have the sole right at its expense, shall be entitled expense to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to conduct the defense of any Tax audit or administrative or court proceeding relating to claim for Taxes for a taxable year or period beginning on or before and ending after the Closing DateDate which may be the subject of indemnification by JUSI pursuant to Section 6.10 (a), if unless such claim may also include Taxes which may not be the Closing Date subject of indemnification by JUSI pursuant to Section 6.10 (a) in which case the defense of such claim shall be conducted jointly by Parent and JUSI, each at their own expense or on such other basis as Parent and JUSI may then agree. If JUSI is conducting the defense of any such claim, the limitations set forth in the 2009 calendar yearsentence above beginning “Notwithstanding”, with respect to JUSI’s right to settle claims, shall apply. Neither Parent nor JUSI may agree (or permit the Surviving Corporation or Rexair to agree) to settle any Tax claim which may include Taxes which would be subject to indemnification by the other party without the prior written consent of such other party, such defense shall consent not to be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar yearunreasonably withheld, such defense shall be governed by the third sentence of this Section 6.5(i)delayed or conditioned.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholders in writing upon receipt by THK, Vintacom Acquisition or any of their respective Affiliates of notice of any pending or threatened audits federal, provincial, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 10.1 and Article IX. (b) The Shareholders shall control have the complete defense of right to represent Vintacom’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its their choice at its Vintacom’s expense; provided, however, that if a settlement the Shareholders shall have no right to represent Vintacom’s interest in any Tax audit or compromise administrative or court proceeding unless any one or more of the Shareholders shall have first notified THK in writing of such Shareholder or Shareholders’ (the “Indemnifying Shareholder”) intention to do so and shall have agreed with THK in writing that, as between THK and the Indemnifying Shareholders, the Indemnifying Shareholders shall be liable for any such Taxes due in respect of taxable years or periods ending on or before the Closing Date that result from any audit or proceeding. Vintacom Acquisition and its representatives shall have the right to fully participate at its expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend Vintacom with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Indemnifying Shareholders shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, Vintacom or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the Discretion of THK unless the Shareholders have indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes (a “Tax Claim”) with respect to Taxes for which the other Party may incur liability under this Article IX, the Party in receipt of such notice promptly shall transmit to the other party Party a Claim Notice of such matter; provided that failure of a Party to comply with this provision shall not affect any Party’s right to indemnification hereunder unless such failure materially adversely affects the ability of the Party that did not receive notice to challenge such Tax audits or assessments. (b) Subject to Section 9.6, Seller shall have the sole right to represent the interests of the Company or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of Company Subsidiary in any Tax audit or administrative or court proceeding Claim relating to Taxes for a any taxable year or period ending on or before the Closing Date, including responding Date to information or document requests the extent such Tax Claim is subject to indemnification by Seller and managing any such audit or proceeding, and shall to employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, that if either administratively or after the commencement of a settlement or compromise Legal Proceeding, any Tax Claim with respect to any Tax Return of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer Company or any Company Subsidiary without the prior written consent of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall will be entitled to participate in the defense of such proceedingsTax Claim at its own expense; provided that, and for the avoidance of doubt, Buyer shall not have participation rights in respect of a Tax Claim relating to a Tax Return of Seller that is prepared on a consolidated, combined or unitary basis. (iic) Buyer shall have the sole right to represent the interests of the Company or any Company Subsidiary in any Tax Claim for any taxable period including (but not ending on) the Closing Date or beginning after the Closing Date and to employ counsel of its choice at its expense. Notwithstanding the foregoing, Buyer shall not be entitled to settle, either administratively or after the commencement of a Legal Proceeding, any Tax Claim that adversely would affect the liability of Seller (including any Taxes that may not settle be payable by any owners of Seller) for Taxes or compromise such audit or proceeding create an indemnity obligation on the part of Seller without the prior written consent of Seller’s written consent, which consent shall not be unreasonably conditioned, withheld or delayed. With respect ; provided, however, that such consent shall not be required to the defense extent that Buyer indemnifies Seller against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence of Seller pursuant to this Section 6.5(i); and if the Closing Date is 9.3, Seller may participate in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)any further proceeding.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with (i) With respect to Taxes for any Tax Proceeding involving a Tax Return in which such other party (Bank or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of Subsidiary has been included in a consolidated or combined return with Seller in any Tax audit or administrative or court proceeding Proceeding relating to Taxes of Bank and any Subsidiary for a any taxable year ending before the Closing Date, Seller shall have the right to represent Bank’s interests in connection with any tax contest relating to taxable years or period periods ending on or before the Closing Date, including responding Date and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense, provided, that Seller shall have first notified Purchaser in writing (A) of its intention to do so; (B) of the identity of counsel, if any, chosen by Seller in connection therewith; and (C) that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any tax contest; provided, howeverfurther, that if a settlement or compromise of with respect to any Tax Proceeding described in this Section 5.17(f)(i), Seller shall (A) keep Purchaser reasonably informed with respect to such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceedingtax contest, and (iiB) Seller may not settle settle, compromise or compromise abandon any such audit or proceeding Tax Proceeding without Buyer’s obtaining the prior written consentconsent of Purchaser, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shallPurchaser shall have the right to participate, at its Purchaser’s expense, in any such Tax Proceeding in connection with any proceeding involving Bank or any Subsidiary. (ii) Except as provided in Section 5.17(f)(i), Purchaser shall have the sole right to control the complete defense of and make all decisions regarding interests in any Tax audit or administrative or court Proceeding relating to Taxes of Bank and any Subsidiary for any taxable year ending before the Closing Date, including selection of counsel and selection of a forum for such contest, provided, however, that in the event such audit or proceeding relates to Taxes for which Seller has indemnified Purchaser (i) Purchaser, Company, and the Seller shall cooperate in the conduct of any audit or proceeding relating to such period, (ii) Purchaser shall be entitled to be reimbursed by Seller for its reasonable internal and external costs relating to such audit, (iii) the Seller shall have the right (but not the obligation) to participate in such audit or proceeding at the Seller’s expense, (iv) Purchaser shall not enter into any agreement with the relevant taxing authority pertaining to such Taxes without the written consent of the Seller, which consent shall not unreasonably be withheld, and (v) Purchaser may, without the written consent of Seller, enter into such an agreement, provided that Purchaser shall have agreed in writing to accept responsibility and liability for the payment of such Taxes and to forego any indemnification or other claim under this Agreement with respect to such Taxes. (iii) In the case of a Tax Proceeding for a taxable year Straddle Period of Bank or period beginning after any of its Subsidiaries, Purchaser shall have the Closing Dateright to control, at its own expense, such Tax Proceeding; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) SellerPurchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Proceeding, at its expense(ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Proceeding, and (iii) Seller shall be entitled to participate in such proceedingsTax Proceeding, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)at its own expense.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Vectron in writing upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes any taxable period ending on or before the Closing Date or any Straddle Period or relating to a Tax for which such other party Vectron may be Liable pursuant to this Agreement. (ii) Vectron shall have the sole right to represent the Acquired Company’s interests in any Tax Proceeding relating to a taxable year ending on or before the Closing Date relating to a Tax for which Vectron would be liable pursuant to this Agreement, and to employ counsel of Vectron’s choice at Vectron’s expense; provided, however, that, except to the extent related to any combined, consolidated or unitary Tax Return, Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such other party’s Affiliates) may Proceeding. Neither Buyer nor any Affiliate of Buyer shall be liable under this Agreement. Sellerentitled to settle, at its expenseeither administratively or after the commencement of a Proceeding, shall control any claim for Taxes which could adversely affect the complete defense of any Tax audit or administrative or court proceeding Liability for Taxes relating to Taxes for a any taxable year or period ending on or before the Closing Date, including responding Date or relating to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding Tax for which Vectron would be reasonably likely liable pursuant to increase this Agreement without the Tax liability prior written consent of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateVectron, (i) Buyer shall be entitled, at its expense, not to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, Vectron may discharge at any time its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of indemnification obligation under this Section 6.5(i); and if 5.1 by paying Buyer the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of amount payable pursuant to this Section 6.5(i)5.1, calculated on the date of such payment.

Contest Provisions. Each of Buyer and Seller Party shall promptly notify the other in writing upon receipt by such party, or any of its affiliates of a notice of any pending or threatened audits Tax audits, claims or assessments (a "Tax Claim") which may affect the Tax liabilities of the Company or any Subsidiary for which the receiving party would be required to indemnify the notifying party pursuant to this Section 3.3(b)(i), provided that failure to comply with this provision shall not affect the notifying party's right to indemnification hereunder so long as the other party's position is not actually and materially prejudiced thereby. With respect to Taxes for any Tax Claim which such other party (might result in an indemnity payment to the Purchaser pursuant to Section 3.3(b)(i), the Seller shall have the sole right to represent the Company's or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors and accountants of its choice at its expense; provided. Notwithstanding the foregoing, howeverthe Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Purchaser, the Company or any Subsidiary for any period after the Closing Date without the prior written consent of the Purchaser. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise the Seller has fully indemnified the Purchaser against the effects of any such audit settlement. The Seller shall be entitled to participate at its expense in the defense of any Tax Claim for the portion of the year or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after ending on the Closing DateDate which may be the subject of indemnification by the Seller pursuant to Section 3.3(b)(i) and, (i) Buyer shall be entitledwith the written consent of the Purchaser, and at its sole expense, may assume the entire defense of such Tax claim. Neither the Purchaser nor the Company nor any Subsidiary may agree to participate in such audit settle any Tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by the Seller under Section 3.3(b)(i) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Repap in writing upon receipt by Buyer or any of its Affiliates (including Repap USA or any of its Affiliates) of notice of any pending or threatened federal, state, local or foreign income or franchise tax examinations, inquiries or audits or assessments with respect to Taxes which may materially affect the tax liabilities of Repap USA or its Subsidiaries for which Repap may be required to indemnify Buyer pursuant to Sections 5.2(b) or 5.9(c) (provided that failure to give this notice shall not affect Buyer's right to indemnification hereunder unless such other party (failure is prejudicial to Repap), or which may affect any tax liability or refund claim of Repap. Repap shall be entitled to participate at its expense in the defense of any claims for Taxes or any such other party’s Affiliates) proposed adjustments which may be liable under this Agreement. Sellerthe subject of indemnification by Repap pursuant to Section 5.2(b) or 5.9(c), and, with the written consent of Buyer, at its sole expense, shall control may assume the complete entire defense of such claims or proposed adjustments. Notwithstanding the foregoing, Repap shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax audit claim for Taxes which would adversely affect the liability for Taxes of the Buyer, Repap USA or administrative or court proceeding relating to Taxes its Subsidiaries for a taxable year or any period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing DateDate to any extent (including, (ibut not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) Buyer without the prior written consent of Buyer. Such consent shall not be entitledunreasonably withheld. Neither Buyer, at Repap USA nor its expense, Subsidiaries may agree to participate in such audit settle any claim for Taxes or proceeding, and (iiother proposed adjustments which may be the subject of indemnification by Repap under Sections 5.2(b) Seller may not settle or compromise such audit or proceeding 5.9(c) without Buyer’s the prior written consentconsent of Repap, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of (a) In the event (i) Sellers or their Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes with respect to which the other Party may incur liability under this Article IX, the Party in receipt of such notice promptly shall notify the other Party of such matter in writing, provided that failure of a Party to comply with this provision shall not affect any Party’s right to indemnification hereunder unless such failure materially adversely affects the ability of the Party that did not receive notice to challenge such Tax audits or assessments. (b) Sellers’ Representative shall have the sole right to represent the interests of the Company, JTF Holdco and Tylee Holdco in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of its choice at Sellers’ expense. Notwithstanding the foregoing, Seller’s Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any material claim regarding Taxes with respect to any Tax Return of the Company, JTF Holdco or Tylee Holdco that would adversely affect the liability for which such other party (Taxes of Buyer or any of the Company, JTF Holdco and Tylee Holdco for any period beginning on or after the Closing Date or create an indemnity obligation on the part of Buyer without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such other party’s Affiliatesconsent shall not be necessary to the extent that Seller indemnifies Buyer against the effects of such settlement. (c) may be liable under this Agreement. SellerBuyer shall have the sole right to represent the interests of the Company, at its expense, shall control the complete defense of JTF Holdco or Tylee Holdco in any Tax audit or administrative or court proceeding relating to Taxes for a with respect to taxable year periods including (but not ending on) or period ending on or before beginning after the Closing Date, including responding Date and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement Buyer shall not be entitled to settle, either administratively or compromise after the commencement of litigation, any such audit or proceeding claim regarding Taxes that adversely would be reasonably likely to increase affect the Tax liability of Buyer Sellers (including any Taxes that may be payable by any indirect owners of Sellers) for any Tax or any create an indemnity obligation on the part of its Affiliates for a taxable period or portion thereof beginning after Sellers, without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentprior consent of Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Buyer indemnifies Sellers against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence of Sellers’ Representative pursuant to this Section 6.5(i); and if the Closing Date is in the 2010 calendar year9.3, such defense shall be governed by the third sentence of this Section 6.5(i)Seller may continue or initiate any further proceedings at its own expense.

Contest Provisions. (a) Each of Buyer and Seller the Sellers shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Sellerhereunder. (b) The Sellers shall be entitled to participate at their expense in the defense of and, at its expensetheir option, shall take control of the complete defense of of, any Tax audit or administrative or court proceeding relating to Taxes for a taxable year which they may be solely liable hereunder including any settlement or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingother disposition thereof, and shall to employ counsel or other advisors of its their choice at its their expense; provided, however, that if a settlement or compromise in controlling the conduct of any such audit or proceeding would be reasonably likely to increase assessment, the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, Sellers shall: (i) keep Buyer fully informed regarding the status and progress of such audit or assessment; and (ii) provide to Buyer drafts of any material correspondence to any Taxing Authority and consider in good faith any comments of Buyer (or its advisors) on the correspondence. Buyer shall be entitledpermitted, at its expense, to participate fully in any such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayedassessment. Buyer shall, at its expensethe cost of the Sellers, control procure all assistance the complete defense of Sellers may reasonably require in relation to any Tax audit or administrative or court proceeding relating action taken with respect to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Sellerassessment; Buyer shall, at its expensethe cost of the Sellers, shall be entitled procure that the Sellers are authorized to participate take such action on behalf and in such proceedings, and (ii) Buyer the name of the Purchased Companies as any Seller may not settle or compromise reasonably request with respect to such audit or proceeding without Seller’s written consentassessment, which consent including responding (in writing or otherwise) to any audit inquiry from any Taxing Authority, attending and conducting interviews, meetings, discussions and negotiations with any Taxing Authority, negotiating and concluding compromises, agreements and settlements with any Taxing Authority, lodging requests for ruling, opinions or determinations with any Taxing Authority or lodging or instituting objections, applications, appeals and other litigations with any Taxing Authority, tribunal or court. (c) The Sellers and Buyer shall not be unreasonably withheld or delayed. With respect to jointly control the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year which both may be liable or period beginning on both may be entitled to benefits hereunder including any settlement or before other disposition thereof, and ending after to employ counsel of their choice at their expense. No party may agree to settle any claim for Taxes for which the Closing Dateother may be liable or may be entitled to benefits hereunder without the prior consent of such other party, if which consent shall not be unreasonably withheld, conditioned or delayed. (d) Buyer shall control the Closing Date is defense of any other Tax audit or administrative court proceedings relating to Taxes of the Purchased Companies not described in paragraphs (b) and (c) above and the Sellers shall have no right to participate in the 2009 calendar yearconduct of any such proceeding. (e) No party may agree to settle any claim for Taxes for which the other may be liable hereunder without the prior consent of such other party, such defense which consent shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar yearunreasonably withheld, such defense shall be governed by the third sentence of this Section 6.5(i)conditioned or delayed.

Contest Provisions. Each of If an audit, examination, litigation or claim is commenced by any Tax authority which may result in an indemnity payment to a Buyer and Seller Tax Indemnitee pursuant to Section 10.3, Buyer shall promptly notify Sellers of such audit or claim (a “Tax Proceeding”), stating the other in writing upon receipt of notice nature and basis of any pending such claim and the amount thereof, to the extent known. Failure to give such notice shall not relieve Sellers from any liability which it may have on account of this indemnification or threatened audits or assessments with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreementotherwise, unless the Sellers are materially prejudiced thereby. SellerSellers’ Representative will have the right, at its expenseoption, shall upon timely notice to Buyer, to assume control the complete or any defense of any Tax audit or administrative or court proceeding relating Proceeding with their own counsel. Sellers’ Representative’s right to Taxes for control a taxable year or period ending on or before the Closing Date, including responding Tax Proceeding will be limited to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding amounts in dispute which would be reasonably likely paid by Sellers or for which Sellers would be liable pursuant to increase Section 10.3. Costs of such Tax Proceeding are to be borne by Sellers (subject to the proviso in Section 10.3 unless the Tax liability of Buyer or any of its Affiliates for a Claim relates to taxable period or portion thereof beginning periods ending after the Closing Date, in which event such costs will be fairly apportioned. Buyer and the Company shall cooperate with Sellers’ Representative in connection with any Tax Proceeding, which cooperation shall include the retention and, upon Sellers’ Representative’s request, the provision of records and information which are reasonably relevant to such Tax Proceeding, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder and providing Sellers’ Representative with any powers of attorney that would be necessary for Sellers’ Representative to assume the control or defense of any Tax Proceedings as provided in this Section 10.4. Notwithstanding the foregoing, Sellers’ Representative shall neither consent nor agree (inor cause the Company to consent or agree) to the settlement of any Tax Proceeding with respect to any liability for Taxes that may adversely affect the liability for any state or federal income tax of the Company or any of its Subsidiaries or any Affiliated Group of which the Company or any of its Subsidiaries is a member for any tax not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall), at and neither Sellers’ Representative, nor any of its expenseAffiliates, control shall file an amended Tax Return that may adversely affect the complete defense liability for Taxes of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller Company or any of its Affiliates for a taxable period or portion thereof ending on or before Subsidiaries that is not otherwise indemnifiable under this Section 10 without the Closing Date, prior written consent of Buyer (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed). With respect For the avoidance of doubt, Buyer and Sellers shall jointly control all proceedings taken in connection with any claims for Taxes relating solely to a Straddle Period of the defense Company or any of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is its Subsidiaries as provided above in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)10.4.

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Group Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes for which any taxable period ending on or before the Closing Date or to any Straddle Period. Within ten (10) days after the Seller’s receipt of such other party (or any such other partynotice, the Seller may elect by written notice to Buyer to represent a Group Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Seller Group Members would be required to indemnify Buyer Group Members pursuant to Section 11.01(a) and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Seller’s choice at its Seller’s expense; provided, however, that (1) Seller shall have no right to represent any Group Company’s interests in any Tax audit or administrative or court proceeding unless Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if a settlement any, chosen by Seller in connection therewith, and (2) each Seller Group Member shall have agreed with Buyer that, as between Buyer and Seller, Seller shall be liable for any Damages that result from such audit or compromise of proceeding; provided, further, that Buyer and its representatives shall be permitted to be present at, and participate in, any such audit or proceeding would be reasonably likely to increase proceeding. Notwithstanding the foregoing, Seller shall not enter into any settlement or otherwise compromise any claim, assessment or audit that adversely affects the Tax liability of Buyer Buyer, the Group Companies, or any Affiliate of its Affiliates the foregoing for a taxable any period or portion thereof beginning ending after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and Date without the prior written consent of Buyer. (ii) Should Seller may not settle elect to contest the audit, claim or compromise such audit or proceeding without Buyerassessment under Section 11.01(c)(i) above, then Buyer shall have the sole right to represent the Company’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of and each Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes a Tax liability for which Seller would be required to indemnify Buyer Group Members pursuant to Section 11.02(b) and that relates solely to a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) and to employ counsel of Buyer’s choice at Seller’s expense; provided, however, that Seller and its Representatives shall be permitted, at its Seller’s expense, shall to be entitled to participate in such proceedingspresent at, and (ii) Buyer may not settle or compromise participate in, any such audit or proceeding without Seller’s written consent, which consent proceeding. (iii) Nothing herein shall not be unreasonably withheld or delayed. With respect construed to impose on Buyer any obligation to defend the defense of Group Companies in any Tax audit or administrative or court proceeding. Subject to Section 11.01(c)(i) above, any proceeding relating to Taxes for a taxable year may be settled or period beginning on or before and ending after the Closing Date, if the Closing Date is compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by the second sentence of not affect any Buyer Group Member’s right to indemnification under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of the Company or its Subsidiaries for which such other party (or Seller would be required to indemnify Buyer pursuant to Section 5.2(a), provided that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder. Seller shall have the sole right to represent the Company's and its Subsidiaries interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Notwithstanding the foregoing, howeverSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of Buyer or the Company or its Subsidiaries for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that if a settlement or compromise Seller has indemnified Buyer against the effects of any such audit settlement. Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a year or proceeding would period ending after the Closing Date which may be reasonably likely the subject of indemnification by Seller pursuant to increase Section 5.2(a) and, with the Tax liability written consent of Buyer or Buyer, and at its sole expense, may assume the entire defense of such tax claim. Neither Buyer, the Company nor any of its Affiliates Subsidiaries may agree to settle any tax claim for a taxable the portion of the year or period or portion thereof beginning after ending on the Closing Date, (iDate which may be the subject of indemnification by Seller under Section 5.2(a) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of The Buyer and Seller shall promptly notify the other Sellers in writing upon receipt by the Buyer or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments with respect to Taxes which may affect the tax liabilities of the Company for which such other party (or the Sellers would be required to indemnify the Buyer pursuant to Section 12.1(a), provided that failure to comply with this provision shall not affect the Buyer's right to indemnification hereunder. The Sellers shall have the sole right to represent the Company's interests in any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date to any extent (including responding to information the imposition of income tax deficiencies, the reduction of asset basis or document requests and managing cost adjustments, the lengthening of any such audit amortization or proceedingdepreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Buyer. Such consent shall not be unreasonably withheld, and shall employ counsel or other advisors of its choice at its expense; provided, however, not be necessary to the extent that if a settlement or compromise the Sellers have indemnified the Buyer against the effects of any such audit or proceeding would settlement. The Sellers shall be reasonably likely entitled to increase participate at their expense in the Tax liability defense of Buyer or any of its Affiliates claim for Taxes for a taxable year or period or portion thereof beginning ending after the Closing DateDate which may be the subject of indemnification by the Sellers pursuant to Section 12.1(a) and, (i) Buyer shall be entitledwith the written consent of the Buyer, and at its their sole expense, may assume the entire defense of such tax claim. Neither the Buyer nor the Company may agree to participate in such audit settle any tax claim for the portion of the year or proceeding, and (iiperiod ending on the Closing Date which may be the subject of indemnification by the Sellers under Section 12.1(a) Seller may not settle or compromise such audit or proceeding without Buyer’s the prior written consentconsent of the Sellers, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2, provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such failure materially impairs Seller’s ability to contest any such Tax liabilities. (ii) Seller shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Tax liabilities for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2 and which relate to taxable periods ending on or before the Closing Date, and to employ counsel of Seller’s choice at Seller’s expense; provided, however, that Seller shall have no right to represent the Company’s interests in any Tax audit or administrative or court proceeding unless Seller shall have first notified Buyer in writing of Seller’s intention to do so and of the identity of counsel, if any, chosen by Seller in connection therewith, and shall have agreed with Buyer in writing that, as between Buyer and Seller, Seller shall be liable for any Losses and Expenses relating to Taxes that result from such audit or proceeding; provided, further, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding. Nothing herein shall be construed to impose on Buyer or any Affiliate thereof any obligation to defend the Company in any Tax audit or administrative or court proceeding. Buyer shall have the sole right to defend the Company with respect to Taxes for which such other party (or any issue arising with respect to any such other party’s Affiliates) may be liable Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this AgreementAgreement with respect to such issue. SellerNotwithstanding the foregoing, at its expenseSeller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could reasonably be expected to adversely affect the liability for Taxes of any Buyer Group Member or the Company for any period after the Closing Date to any extent unless Seller has received the prior written consent of Buyer, which consent shall control not be unreasonably withheld. (iii) In the complete defense case of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateStraddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall have the sole right to represent the Company’s interests and Seller shall be entitled, at its expense, entitled to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing DateDate for which Seller would be required to indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2; provided, however, that if a settlement or compromise of any to the extent that such audit or proceeding relates solely to Tax liabilities for which Sellers would be reasonably likely required to increase indemnify Buyer Group Members pursuant to paragraph (a) of this Section 6.2 and to the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof of such Straddle Period ending on or before the Closing Date, (iDate this Section 6.2(c)(iii) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before apply and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense Section 6.2(c)(ii) shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)apply.

Contest Provisions. (a) Each of Buyer Parent, on the one hand, and Seller RMO, on the other hand (the “Tax Indemnified Person”), shall promptly notify the chief tax officer (or other appropriate person) of RMO or Parent, as the case may be (the “Tax Indemnifying Person”), in writing upon receipt by the Tax Indemnified Person of written notice of any pending or threatened audits audits, adjustments, claims, examinations, assessments or assessments with respect other proceedings (a “Tax Audit”) which are likely to affect the liability for Taxes for which such other party (or any of such other party, provided, however, that failure to file timely written notice to the other party shall not affect the other party’s Affiliatesindemnification obligations hereunder unless such failure materially adversely affects the other party’s rights to participate in the Tax Audit. (b) may be liable under this Agreement. SellerIf such Tax Audit relates to any taxable period, at its expenseor portion thereof, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateDate or for any Taxes for which RMO is liable in full under this Agreement, including responding RMO shall, at his expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to information or document requests and managing any such audit or proceedingtaxable period, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof thereof, beginning on or after the Closing DateDate or for any Taxes for which Parent is liable in full under this Agreement, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer Parent shall, at its expense, control the complete defense and settlement of any such Tax audit or administrative or court proceeding relating Audit. (c) If such Tax Audit relates to Taxes for which both RMO and Parent are liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each party will control the defense and settlement of Taxes for which it is so liable. If such Tax Audit relates to a taxable year or period beginning after the Closing Date; providedperiod, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Datethereof, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateDate and any Tax item cannot be identified as being a liability of only one party or cannot be separated from a Tax item for which the other party is liable, if Parent may either elect, at its expense, to control the Closing Date is defense and settlement of the Tax Audit or require RMO, at his expense, to control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld. (d) Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in the 2009 calendar year, such defense and to employ counsel of its choice at its expense and shall have the right to consent to any settlement of such Tax Audit (not to be governed by unreasonably withheld) to the second sentence of extent such settlement would have an adverse effect for a period for which that party is not liable for Taxes, under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement or otherwise.

Contest Provisions. Each of Buyer and Seller (a) Acquiror shall promptly notify the other Sellers in writing upon receipt by Acquiror, any of its Affiliates or, after the Closing Date, the Companies of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to Taxes any taxable period ending on or before the Closing Date or any Straddle Period or relating to a Tax for which such other party (or any such other party’s Affiliates) Sellers may be liable under pursuant to this Agreement. SellerFollowing the Closing Date, at its expenseSellers shall promptly notify Acquiror in writing upon receipt by Sellers of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any taxable period of the Companies ending on or before the Closing Date or any Straddle Period, that will affect any taxable period of the Companies ending after the Closing Date. (b) Sellers shall control have the complete defense of sole right to represent each Company’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing Date, including responding Date and shall have a reasonable opportunity to information or document requests and managing any participate in the defense of such audit or proceedingproceeding relating to any Straddle Period or relating to a Tax for which Sellers otherwise may be liable pursuant to this Agreement, and shall to employ counsel or other advisors of its Sellers’ choice at its Sellers’ expense; provided, however, that if a settlement or compromise of Acquiror and its Representatives shall be permitted, at Acquiror’s expense, to be present at, and participate in, any such audit or proceeding would proceeding. Neither Acquiror nor any Affiliate of Acquiror shall be reasonably likely entitled to increase settle, either administratively or after the Tax commencement of litigation, any claim for Taxes which could adversely affect the liability of Buyer or for Taxes relating to any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing DateDate or to any Straddle Period or relating to a Tax for which Sellers would be liable pursuant to this Agreement without the prior written consent of Sellers, (i) Seller, at its expense, shall be entitled not to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. With respect Sellers may discharge at any time their indemnification obligation under Section 7.01 by paying Acquiror the amount payable pursuant to Section 7.01, calculated on the defense date of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)payment.

Contest Provisions. Each of Buyer Buyer, Seller and Seller Brite shall promptly notify the each other in writing upon receipt by any of them, or any of their affiliates, or Company, of notice of any pending or threatened federal, state, local, or foreign tax audits or assessments with respect to Taxes which may materially affect the tax liabilities of Savings for which such other party (Brite or any such other party’s Affiliates) may Seller would be liable under required to indemnify Buyer pursuant to this Agreement. Seller, at its expense, Brite shall control have the complete defense of sole right to represent Company's interests in any Tax tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitledchoice, at its expense. Notwithstanding the foregoing, Brite (i) shall consult with Buyer with respect to participate the resolution of any issue that would affect Buyer or Company in any way and to any extent, in the taxable periods subject to such audit proceeding or proceedingany other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization of depreciation periods, the denial of amortization or depreciation deductions, or the reductions of loss or credit carry forwards to Company or Buyer), and (ii) Seller may shall not settle any such issue or compromise file any amended return relating to such audit or proceeding issue, without the consent of Buyer’s written consent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Brite and Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at Brite's expense in such proceedingsthe defense of any claim for Taxes for a period described in SECTION 4.5(e)) for the portion of the year or period ending on November 30, and (ii) 1998 that is the subject of indemnification by Brite hereunder. Neither Company nor Buyer may not agree to settle any such claim for Taxes for the portion of the year or compromise such audit or proceeding period ending on November 30, 1998 that is the subject of indemnification by Brite hereunder without Seller’s the prior written consentconsent of Brite, which consent shall not be unreasonably withheld withheld. Brite shall not settle any such claim, or delayed. With take any other action with respect to such claim, without the defense consent of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateBuyer, if the Closing Date is in the 2009 calendar year, such defense which shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing ------------------ upon receipt after the Closing Date by any Buyer Group Member of notice of any pending domestic or foreign federal, state, local, county, municipal or other Tax audit, examination or pending or threatened audits or assessments with respect to Taxes assessment which may affect any Tax liability for which Seller is liable pursuant to Section 11.1(a), provided --------------- that failure to comply with this provision shall not affect Buyer's right to indemnification hereunder except to the extent such other party (or failure materially prejudices Seller's ability to contest any such other party’s Affiliates) may be liable under this AgreementTax liabilities. SellerSeller shall have the sole right, at its option and at its own expense, shall control to represent the complete defense interests of either Company or any Subsidiary in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the any Pre-Closing Date, including responding to information or document requests and managing any such audit or proceedingTax Period, and shall to employ counsel or other advisors of its choice at its expense; provided, however, --------- -------- that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to may participate in such audit or proceedingproceeding with counsel of its choice and at its expense. With reasonable prior notice to Buyer given not later than 12 months following the Closing Date, Seller shall have the sole right to prepare and file, or cause to be prepared and filed, at its option and at its own expense, voluntary disclosures to state, local, county or municipal tax authorities with respect to the Tax liability of either Company or any of the Subsidiaries for any Pre-Closing Tax Period. Subject to the following sentence, Seller shall have the sole right to settle, either administratively or after the commencement of litigation, any audit or proceeding relating to Taxes of either Company or any Subsidiary for any Pre-Closing Tax Period, subject, in the case of any refund, litigation, settlement, audit or proceeding that increases the Tax liability of a Buyer Group Member in a Post-Closing Tax Period by accelerating any Tax benefit to a Pre-Closing Tax Period or by deferring income to a Post-Closing Tax Period, to principles reciprocal to those provided in Section 11.1(d). Notwithstanding the preceding sentence, the settlement of --------------- any issue that increases the Tax liability of a Buyer Group Member in a Post- Closing Tax Period other than by accelerating any Tax benefit to a Pre-Closing Tax Period or by deferring income to a Post-Closing Tax Period (iii.e., an issue that increases Tax liability both in a Pre-Closing Tax Period and in a Post- Closing Tax Period) shall require the consent of the Buyer, which shall not be unreasonably withheld. To the extent that Seller may elects not settle or compromise to defend such audit or proceeding without Buyer’s written consentrelating to a Pre-Closing Tax Period, which consent shall not be unreasonably withheld or delayed. Buyer shallmay retain counsel, at its expensethe expense of Seller, and control the complete defense of such audit or proceeding. In the case of any Straddle Period, Seller shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of Buyer, that if a settlement or compromise and at Seller's sole expense, may assume the entire control of any such audit or proceeding would proceeding. No Buyer Group Member may agree to settle any Tax claim which may be reasonably likely to increase the Tax liability subject of indemnification by Seller or any under Section 11.1 without the prior written consent of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall ------------ not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each Promptly after receipt by Group or the Principal ProMed Shareholders of Buyer and Seller shall promptly notify the other in writing upon receipt of written notice of the assertion or commencement of any pending claim, audit, examination or threatened audits other proposed change or assessments adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Pomona or any of its assets (“Tax Authority”) relating to Taxes of ProMed Pomona with respect to Taxes for which such a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or the Principal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other party (or document received from any Taxing Authority in respect of any such other party’s Affiliates) may be liable asserted Tax Claim. The failure of the Principal ProMed Shareholders to receive prompt notice from Group as provided in this Agreement will not relieve the Principal ProMed Shareholders of any of his indemnification obligations under this AgreementAgreement except to the extent such failure has a material adverse effect on the Principal ProMed Shareholders’ ability to defend the Tax Claim. Seller, at its expense, shall control The Principal ProMed Shareholders will have the complete defense of right to represent ProMed Pomona’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Principal ProMed Shareholders’ liability for Taxes for a taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceedingindemnification obligations, and shall to employ counsel or other advisors (reasonably acceptable to Group) of its the Principal ProMed Shareholders’ choice at its expense; provided, however, that if a settlement or compromise of Group and their representatives will be permitted, at their expense, to be present at any such audit or proceeding proceeding. Notwithstanding the foregoing, the Principal ProMed Shareholders will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be reasonably likely to increase adversely affect the Tax liability for Taxes of Buyer Group or ProMed Pomona for any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, Date without the written consent of Group unless the Principal ProMed Shareholders makes adequate provision to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense satisfaction of any Tax audit or administrative or court proceeding relating Group to Taxes for a taxable year or period beginning after indemnify Group against the Closing Date; provided, however, that if a settlement or compromise effects of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (i) Buyer and shall notify Seller shall promptly notify the other in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company or the Subsidiary, of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes which may materially affect the Tax liabilities of the Company or the Subsidiary for which Seller would be required to indemnify Buyer Group Members pursuant to Section 8.2(a), provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such other party (or failure materially impairs Seller’s ability to contest any such other partyTax liabilities. (ii) Seller shall have the sole right to represent the Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control and the complete defense of Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities for a which Seller would be required to indemnify Buyer Group Members pursuant to Section 8.2(a) and which relate to taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Seller’s choice at its Seller’s expense; provided, however, that if a settlement Seller shall have no right to represent the Company’s or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate Subsidiary’s interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating unless Seller shall have first notified Buyer in writing of Seller’s intention to do so and shall have agreed with Buyer in writing that, as between Buyer and Seller, under the terms of this Agreement, Seller is liable for any Taxes for a taxable year that result from such audit or period beginning after the Closing Dateproceeding; provided, howeverfurther that Buyer and its representatives shall be permitted, that if a settlement or compromise of at Buyer’s expense, to be present at, and participate in, any such audit or proceeding. Nothing herein shall be construed to impose on Buyer or any Affiliate thereof any obligation to defend the Company or the Subsidiary in any Tax audit or administrative or court proceeding. Buyer shall have the sole right to defend the Company or the Subsidiary with respect to any issue arising with respect to any such Tax audit or administrative or court proceeding would be reasonably likely to increase the Tax liability extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, the Subsidiary or any Affiliate thereof for any period after the Closing Date to any extent unless Seller has indemnified each Buyer Group Member against the effects of any such proceedingssettlement (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s Seller has obtained the prior written consentconsent of Buyer, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each If, subsequent to the Closing, any of Buyer and Seller shall promptly notify the other in writing upon receipt of or any Purchased Entity receives notice of any pending audit, other administrative proceeding or threatened audits inquiry or assessments judicial proceeding involving Taxes (a “Tax Contest”) with respect to Taxes any Tax Return of any Purchased Entity or with respect to the Purchased Assets for which a Pre-Closing Tax Period, then within 15 calendar days after receipt of such other party (or any notice, Buyer shall notify Parent of such other party’s Affiliates) may be liable notice; provided that the failure to so notify Parent shall not relieve Parent of its indemnification obligations under this AgreementAgreement except to the extent that Parent has been damaged by such failure. Seller, at its expense, Parent shall have the right to control the complete defense conduct and resolution of any such Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateContest, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise any of the issues raised in such Tax Contest could have any such audit or proceeding would be reasonably likely to increase the Tax liability adverse impact on Taxes of Buyer or any of its Affiliates Purchased Entity or with respect to the Purchased Assets for a taxable period or portion thereof beginning after the Post-Closing DateTax Period, then Parent (i) shall afford Buyer shall be entitledthe opportunity to control jointly the conduct and resolution of the portion of such Tax Contest that could have such an impact, at its expense, (ii) keep Buyer informed of all developments on a timely basis with respect to participate in such audit or proceedingTax Contest to the extent that Buyer is not jointly controlling the conduct and resolution of such Tax Contest, and (iiiii) Seller may shall not settle or compromise resolve such audit or proceeding Tax Contests without Buyer’s written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, If Parent shall have the right to control the complete defense conduct and resolution of any such Tax audit or administrative or court proceeding relating Contest but elect in writing not to Taxes for do so, then Buyer shall have the right to control the conduct and resolution of such Tax Contest, provided that Buyer shall keep Parent informed of all developments on a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any timely basis and Buyer shall not resolve such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding Contest without SellerParent’s written consent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. With respect to Each party shall bear its own costs for participating in such Tax Contest. In the defense event of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before conflict between this Section 8.7 and ending after the Closing Dateprovisions of Section 7.5, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence provisions of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense 8.7 shall be governed by the third sentence of this Section 6.5(i)control.

Contest Provisions. Each of In the event (i) the Seller or its Affiliates or (ii) the Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article V, the party in receipt of such notice promptly shall notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect any party's right to indemnification hereunder unless (and then only to the extent) such failure materially adversely affects the ability of the party that did not receive notice to challenge such Tax audits or assessments. The Seller shall bear all costs of representing and, so long as it does so in good faith and with reasonable diligence, shall have the sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of its choice at the Seller's expense. The Seller shall fully and promptly inform the Buyer of all significant developments in any such other party’s Affiliatesmatter, and the Buyer shall have the right (including through counsel of its choosing) may to attend all hearings and similar proceedings. Notwithstanding the foregoing, the Seller shall not be liable under this Agreemententitled to settle, either administratively or after the commencement of litigation, any material claim regarding Taxes with respect to any Tax Return of the Company that is not prepared on a consolidated, combined or unitary basis that adversely would affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be necessary to the extent that Seller has fully indemnified the Buyer against the effects of such settlement. Seller, at its expense, The Buyer shall control bear all costs or representing and shall have the complete defense sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to Taxes for a with respect to taxable year periods including (but not ending on) or period ending on or before beginning after the Closing Date, including responding Date and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement the Buyer shall not be entitled to settle, either administratively or compromise after the commencement of litigation, any such audit or proceeding claim regarding Taxes that adversely would be reasonably likely to increase affect the Tax liability of Buyer or the Seller for any Tax for any Pre-Closing Tax Period, without the prior consent of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSeller, which consent shall not be unreasonably conditioned, withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that the Buyer has fully indemnified Seller against the effects of such settlement. The Buyer shall fully and promptly inform the Seller of all significant developments in any Tax audit or administrative or court proceeding relating such matter, and the Seller shall have the right (including through counsel of its choosing) to Taxes for a taxable year or period beginning on or before attend all hearings and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)similar proceedings.

Contest Provisions. Each of The Buyer and Seller shall promptly notify the other Sellers ------------------ in writing upon receipt by the Buyer, any of its Affiliates, the Company or the Subsidiaries of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments which may affect any Tax liability for which the Sellers are liable pursuant to this Section 8.2. The ----------- Sellers shall promptly notify the Buyer in writing upon receipt by the Sellers or any of their Affiliates of written notice from a taxing authority of a pending or threatened state, local or foreign Tax audit, examination or assessment with respect to Taxes for which such other party (the Company or its Subsidiaries and shall inform the Buyer as to the status of any such other party’s Affiliates) may be liable under this Agreementaudit, examination or assessment. Seller, at its expense, The Sellers shall control have the complete defense of sole right to represent the Company's or the Subsidiaries' interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for a which the Sellers may be liable pursuant to this Section 8.2, and to employ counsel of their choice at their expense. The ----------- Sellers shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of the Company or any Subsidiary for any taxable year or period ending on or before the Closing Date, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if the Sellers shall not settle any proceeding with respect -------- ------- to such Taxes in a settlement or compromise manner that would effect the validity of any such audit or proceeding would be reasonably likely the Section 338(h)(10) Elections with respect to increase the Tax liability of Buyer Company or any Subsidiary without the prior consent of its Affiliates for a taxable period the Buyer which consent will not be unreasonably withheld and the Sellers shall use their best efforts to contest in good faith any proposed adjustment to the Allocation Schedule that would materially adversely affect the Company or portion thereof beginning after the Closing Date, any Subsidiary and shall not settle such proposed adjustment without either (i) the prior consent of the Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall will not be unreasonably withheld or delayed(ii) an agreement or other settlement in which the Taxing Authority agrees that such agreement or settlement is not prejudicial to the Company or any subsidiary for any period after the Closing Date; provided that the Sellers -------- shall have no liability under this Agreement arising from any audit, examination or proceeding which results from the Buyer's failure to make the Section 338(h)(10) Elections as contemplated by Section 8.2 (e) or failure to file all --------------- federal, state, local or foreign Tax Returns in accordance with the Allocation Schedule. Buyer shallIn the case of any Straddle Period, the Sellers shall be entitled to participate at its expense, control the complete defense of their expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of the Buyer, that if a settlement or compromise and at the Sellers' sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase proceeding. None of the Tax liability of Seller or Buyer, any of its Affiliates for a taxable period Affiliates, the Company or portion thereof ending on or before the Closing DateSubsidiaries may agree to settle any Tax claim which may be the subject of indemnification by the Sellers under this Section 8.2 without the prior written consent of the Sellers, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, ----------- which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by sole discretion of the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Sellers.

Contest Provisions. (a) Each of Buyer Purchaser, on the one hand, and Seller Seller, on the other hand (the “Tax Indemnified Person”), shall promptly notify the chief tax officer (or other appropriate person) of Seller or Purchaser, as the case may be (the “Tax Indemnifying Person”), in writing upon receipt by the Tax Indemnified Person of written notice of any pending or threatened audits audits, adjustments, claims, examinations, assessments or assessments with respect other proceedings (a “Tax Audit”) which are likely to affect the liability for Taxes for which such other party (or any of such other party, provided, however, that failure to file timely written notice to the other party shall not affect the other party’s Affiliatesindemnification obligations hereunder unless such failure materially adversely affects the other party’s rights to participate in the Tax Audit. (b) may be liable under this Agreement. SellerIf such Tax Audit relates to any taxable period, at its expenseor portion thereof, shall control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateDate or for any Taxes for which RMO is liable in full under this Agreement, including responding RMO shall, at his expense, control the defense and settlement of such Tax Audit. If such Tax Audit relates to information or document requests and managing any such audit or proceedingtaxable period, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof thereof, beginning on or after the Closing DateDate or for any Taxes for which Purchaser is liable in full under this Agreement, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer Purchaser shall, at its expense, control the complete defense and settlement of any such Tax audit or administrative or court proceeding relating Audit. (c) If such Tax Audit relates to Taxes for which both RMO and Purchaser are liable under this Agreement, to the extent practicable, such Tax items will be distinguished and each party will control the defense and settlement of Taxes for which it is so liable. If such Tax Audit relates to a taxable year or period beginning after the Closing Date; providedperiod, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Datethereof, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing DateDate and any Tax item cannot be identified as being a liability of only one party or cannot be separated from a Tax item for which the other party is liable, if Purchaser may either elect, at its expense, to control the Closing Date is defense and settlement of the Tax Audit or require RMO, at his expense, to control the defense and settlement of the Tax Audit, provided that such party defends the items as reported on the relevant Tax Return and provided further that no such matter shall be settled without the written consent of both parties, not to be unreasonably withheld. (d) Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in the 2009 calendar year, such defense and to employ counsel of its choice at its expense and shall have the right to consent to any settlement of such Tax Audit (not to be governed by unreasonably withheld) to the second sentence of extent such settlement would have an adverse effect for a period for which that party is not liable for Taxes, under this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Agreement or otherwise.

Contest Provisions. Each CMS Energy or one of Buyer and Seller its subsidiaries shall promptly notify the other Stockholders in writing upon receipt by any Tax Indemnitee of notice of any pending or threatened audits federal, state, local or assessments with respect to Taxes foreign Tax audit or assessment which may materially affect the Tax liabilities of Waltxx xx its Subsidiaries for which the Stockholders would be required to indemnify the Tax Indemnitees pursuant to Section 10.1 or this Section 7.2, provided, that failure to comply with this provision shall not affect the Tax Indemnitees' right to indemnification hereunder except to the extent that such other party (or any omission results in a failure of actual knowledge of the Stockholders and the Stockholders are damaged as a result of such other party’s Affiliates) may be liable under this Agreementfailure of actual knowledge. Seller, at The Stockholders shall have the sole right to represent the interests of Waltxx xxx its expense, shall control the complete defense of Subsidiaries in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Unaudited Balance Sheet Date, including responding and to information or document requests employ counsel of their choice at their expense, provided that the Tax Indemnitees (and managing their tax counsel) may, at their own expense, be present at and participate in any such audit or proceeding. Notwithstanding the foregoing, and the Stockholders shall employ counsel not be entitled to settle, either administratively or other advisors after the commencement of its choice at its expense; providedlitigation, howeverany claim that would constitute a Timing Adjustment or any claim for Taxes which would adversely affect the liability for Taxes of the Tax Indemnitees for any period after the Unaudited Balance Sheet Date to any extent (including, that if a settlement but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or compromise cost adjustments, the lengthening of any such audit amortization or proceeding would be reasonably likely to increase depreciation periods, the denial of amortization, depreciation or depletion deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which Indemnitees. Such consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control necessary to the complete defense of any extent that the Stockholders have indemnified the Tax audit or administrative or court proceeding relating Indemnitees in a manner acceptable to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise Tax Indemnitees against the effects of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (a) In the event (i) the Seller or its Affiliates or (ii) the Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other parties of such matter in writing, provided that failure to comply with this provision shall not affect a party’s right to indemnification hereunder unless and to the extent such failure materially adversely affects the party’s ability to challenge such Tax audits or assessments. (b) The Seller shall represent the interests of the Company in any Tax audit or administrative or court proceeding to the extent such audit or proceeding relates to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of the Seller’s choice at the Seller’s expense, if the Seller notifies the Buyer of its decision to take such actions within thirty (30) calendar days of the date on which the Seller receives notice of any such audit or proceeding from the Buyer (with respect to audits or proceedings as to which the Buyer first received notice from a Governmental Authority or other party’s AffiliatesPerson) may be liable under this Agreement. Selleror the date on which the Seller delivered to the Buyer notice of any such audit or proceeding (with respect to audits or proceedings as to which the Seller first received notice from a Governmental Authority or other Person), provided however, that the Buyer may, at its own expense, attend, but not participate in or control, all conferences, meetings and proceedings relating to such audits or proceedings. The Seller shall control inform the complete defense Buyer of all developments and events relating to such audits or proceedings. Notwithstanding the foregoing, if the Seller elects to so represent the interests of the Company, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Return of the Company which would adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Buyer shall have the sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of the Buyer’s choice at the Buyer’s expense, provided that the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Seller for a taxable year or any Taxes for any period ending on or before the Closing DateDate or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, delayed and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that the Buyer has fully indemnified the Seller against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Seller pursuant to this section, the Seller may continue or initiate any further proceedings at its own expense, the Buyer shall not be obligated to incur any further expenses in such matter and the liability of the Buyer, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer or any of its Affiliates (including the Transferred Subsidiaries) of notice of any pending or threatened Tax audits or assessments with respect to Taxes which may affect the Tax Liabilities for which Seller would be required to indemnify Buyer pursuant to Section 5.6(a) or (b), PROVIDED that any failure to comply with this provision shall not affect Buyer's right to indemnification hereunder to the extent such other party (failure does not prejudice Seller's ability to defend such audit or any assessment or increases the amount of such other party’s Affiliates) may be liable under this AgreementTaxes. Seller, at its expense, Seller shall control have the complete defense of sole right to represent the relevant Transferred Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Pre-Closing Date, including responding to information or document requests and managing any such audit or proceedingPeriods, and shall to employ counsel or other advisors of its choice at its expense; provided, however, except that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, have the sole right to participate represent the Transferred Subsidiaries in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the issues that might give rise to an indemnification obligation of Buyer with respect to any Pre-Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely Periods pursuant to increase the Tax liability of Section 5.6(b). Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate settle either administratively or after the commencement of litigation without the consent of Buyer any claim for Taxes related to Tax audits or proceedings described in Schedule 5.6(h). Notwithstanding the foregoing, Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes represented by Seller that is not described in Schedule 5.6(h) and that may materially affect the liability for Taxes of Buyer or any Transferred Subsidiary for any period ending after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards, except for such proceedings, and (iireductions of loss or credit carryforward realized in a Pre-Closing Period) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of Buyer, which consent shall not be unreasonably withheld or delayedwithheld. With respect Such consent shall not be necessary to the extent that Seller has agreed in writing to indemnify Buyer against the effects of any such settlement. Seller shall be entitled to participate at its expense in the defense of any Tax audit or administrative or court proceeding relating to claim for Taxes for a taxable year or period beginning on or before and ending after the Closing DateDate which may be the subject of indemnification by Seller pursuant to Section 5.6(b) and, if with the written consent of Buyer, and at its sole expense, may assume the entire defense of such Tax claim. Neither Buyer nor any Transferred Subsidiary may agree to settle any Tax claim for the portion of the year or period ending on the Closing Date is in which may be the 2009 calendar yearsubject of indemnification by Seller under Section 5.6(b) without the prior written consent of Seller, such defense which consent shall not be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)unreasonably withheld.

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Sellers in writing upon receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company or any Subsidiary of notice of any pending or threatened Tax audits or assessments with respect to Taxes which may materially affect the Tax liabilities of the Company or any Subsidiary for which Sellers would be required to indemnify Buyer pursuant to Section 9.1, provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such other party (or failure materially impairs Sellers' ability to contest any such other partyTax liabilities. Sellers shall have the sole right to represent the Company’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of and each Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Sellers' choice at its Sellers' expense; provided, however, that if a settlement Sellers shall have no right to represent the Company’s or compromise any Subsidiary’s interests in any Tax audit or administrative or court proceeding unless Sellers shall have first notified Buyer in writing of Sellers' intention to do so and shall have agreed with Buyer in writing that, as between Buyer and Sellers, Sellers shall be liable for any Taxes that result from such audit or proceeding; provided, further that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding would proceeding. Nothing herein shall be reasonably likely construed to increase the Tax liability of impose on Buyer or any of its Affiliates for a taxable period Affiliate thereof any obligation to defend the Company or portion thereof beginning after the Closing Date, (i) any Subsidiary in any Tax audit or administrative or court proceeding. Buyer shall be entitled, at its expense, have the sole right to participate in such audit defend the Company or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Subsidiary with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue. Notwithstanding the foregoing, (i) Seller, at its expense, Sellers shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of the Buyer, the Company, any Subsidiary or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of Buyer, which consent shall not may be unreasonably withheld or delayed. With respect in the sole discretion of Buyer unless Sellers have indemnified the Buyer in a manner acceptable to Buyer against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of Buyer and (a) In the event (i) any Seller shall promptly notify the other in writing upon receipt of or their Affiliates or (ii) Alon or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party (or any may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party’s Affiliatesright to indemnification hereunder unless such failure materially adversely affects the party’s ability to challenge such Tax audits or assessments. (b) may The Sellers shall have the sole right to represent the interests of the Acquired Companies in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be liable under this Agreement. Sellerentitled to settle, at its expenseeither administratively or after the commencement of litigation, any claim for Taxes with respect to any Tax Return of any of the Acquired Companies which would adversely affect the liability for Taxes of Alon or the Acquired Companies for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of Alon, which consent shall control not be unreasonably withheld or delayed. (c) Alon shall have the complete defense sole right to represent the interests of the Acquired Companies in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of its choice at its expense, provided that Alon shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of the Sellers for a taxable year or any Taxes for any period ending on or before the Closing DateDate or for any Straddle Period, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors without the prior consent of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentSellers’ Representative, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, delayed and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Alon has indemnified the Sellers against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Sellers’ Representative pursuant to this section, the Sellers may continue or initiate any further proceedings at their own expense, Alon shall not be obligated to incur any further expenses in such matter and the liability of Alon, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of Buyer and Seller Purchaser shall promptly notify the other Seller in writing upon receipt by Purchaser, any of its Affiliates, or any of the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to paragraph (a) of this AgreementSection 5.14 (including, but not limited to, notice of any pending or threatened audits, examinations or assessments involving the Owner Participant or the Partnership which might affect the Tax liabilities for which Seller may be liable pursuant to paragraph (a) of this Section 5.14). Seller, at its expense, Seller shall control have the complete defense sole right to represent each of the Company's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing DateDate or otherwise relating to Taxes for which Seller may be liable pursuant to paragraph (a) of this Section 5.14 (including, including responding but not limited to, the right to information exercise any participation rights the Company may have (either contractually or document requests and managing under applicable Law) in any such Tax audit or proceedingadministrative or court proceeding involving the Owner Participant or the Partnership which might affect the Tax liabilities for which Seller may be liable pursuant to paragraph (a) of this Section 5.14), and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a Straddle Period, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate sole expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, Date (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of including any Tax audit or administrative or court proceeding involving the Owner Participant or Partnership, to the extent either Company is entitled to participate in such Tax audit or administrative or court proceeding (either contractually or and under applicable Law)) and, with the written consent of Purchaser, and at Seller's sole expense, may assume the entire control of such audit or proceeding (or, in the case of any audit or proceeding involving the Owner Participant or Partnership, the entire participation by either Company in such audit or proceeding). None of Purchaser, any of its Affiliates, or any of the Companies may settle any Tax claim (or consent to or otherwise exercise the rights of either Company (contractually or under applicable Law) with respect to the settlement of any Tax claim by the Owner Participant or the Partnership) relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall which Seller may be governed by the second sentence liable pursuant to paragraph (a) of this Section 6.5(i); and if 5.14 without the Closing Date is prior written consent of Seller, which consent may be withheld in the 2010 calendar year, such defense shall be governed by the third sentence sole discretion of this Section 6.5(i)Seller.

Contest Provisions. Each of Buyer and Seller The Company shall promptly notify the other Smitx & Xephew in writing upon receipt by it, any of its Affiliates or S&N DonJoy Mexico of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Smitx & Xephew may be liable under pursuant to paragraph (a) of this AgreementSection 8.1. Seller, at its expense, Smitx & Xephew shall control have the complete defense of sole right to represent the Company's and S&N DonJoy Mexico's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingTaxes for which Smitx & Xephew may be liable pursuant to paragraph (a) of this Section 8.1, and shall to employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement Smitx & Xephew shall provide timely notice to the Company of any significant developments with respect to any such audit or compromise of proceeding; and provided, further that the Company and its representatives shall be permitted, at the Company's expense, to be present at, and participate in, any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or (not including any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentrelating to income Taxes of Smitx & Xephew). In the case of a Straddle Period, which consent Smitx & Xephew shall not be unreasonably withheld or delayed. Buyer shall, entitled to participate at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of the Company, and at Smitx & Xephew's sole expense, may assume the entire control of such audit or proceeding. Notwithstanding the foregoing, Smitx & Xephew shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for a taxable year Taxes which could adversely affect the liability for Taxes of the Company, S&N DonJoy Mexico or Investor for any period beginning after the Closing Date; providedDate to any extent without the prior written consent of the Company, howeverwhich consent the Company may not unreasonably withhold. Notwithstanding the foregoing, that if a settlement or compromise none of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or Investor, any of its Affiliates Affiliates, the Company or S&N DonJoy Mexico may settle any Tax claim for a taxable period or portion thereof ending on or before any Taxes for which Smitx & Xephew may be liable pursuant to paragraph (a) of this Section 8.1, without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consentconsent of Smitx & Xephew, which consent shall may not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each If, subsequent to the Closing, Purchaser or the Company receives notice of Buyer and Seller a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period, then within fifteen (15) days after receipt of such notice, Purchaser shall promptly notify Sellers of such notice. Purchaser shall have the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect right to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense conduct and resolution of any such Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Closing DateContest, including responding to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if Purchaser shall keep Sellers reasonably informed of the progress of such Tax Contest and shall not effect any settlement or compromise of such Tax Contest without obtaining Sellers prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed; provided, further, that Sellers shall have the right to control, at the Sellers’ expense, the conduct and resolution of any such Tax Contest for a Pre-Closing Tax Period (other than a Straddle Period) that would be subject to indemnification under Section 10.02, and would not be expected to increase or otherwise adversely affect the Taxes of the Purchaser or the Company in a Post-Closing Tax Period, provided, that (i) Sellers shall keep Purchaser reasonably informed of the progress of such Tax Contest, (ii) Purchaser shall have the right to participate, at the Purchaser’s expense, in the conduct and resolution of any such Tax Contest, and (iii) Sellers shall not effect any settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Contest without Buyerobtaining Purchaser’s prior written consentconsent thereto, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Buyer shall, at its expenseif such settlement or compromise would increase the liability for Taxes of Purchaser or the Company in a Post-Closing Tax Period; provided, however that, notwithstanding the foregoing, Purchaser shall have the right to control or assume control of any such Tax Contest if the complete defense Sellers fail to assume control of the conduct and resolution of any Tax audit Contest within fifteen (15) days of the receipt of the notice from the Purchaser or administrative or court proceeding relating Sellers fail to Taxes for a taxable year or period beginning after the Closing Date; diligently contest such Tax Contest, provided, however, that if a Purchaser shall keep Sellers reasonably informed of the progress of such Tax Contest and shall not effect any settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding Contest without Seller’s obtaining Sellers prior written consentconsent thereto, which consent shall not be unreasonably withheld withheld, conditioned or delayed. With respect to In the defense event of any Tax audit conflict or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before overlap between the provisions if this Section 9.03 and ending after Section 10.05, the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence provisions of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense 9.03 shall be governed by the third sentence of this Section 6.5(i)control.

Contest Provisions. Each of Buyer and Purchaser shall promptly, but in no event later than 10 days after receipt, notify Seller shall promptly notify the other in writing upon receipt by Purchaser, any of its Affiliates, any Company Member or any Subsidiary of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) Seller may be liable under pursuant to this Agreement. Seller, at its expense, Seller shall control have the complete defense of sole right to represent each Company Member and each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding Date or otherwise relating to information or document requests and managing any such audit or proceedingTaxes for which Seller may be liable pursuant to this Agreement, and shall to employ counsel or other advisors of its choice at its expense; provided. In the case of a period beginning before and ending after March 31, however1999, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer Seller shall be entitled, entitled to participate at its expense, to participate expense in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or attributable to the portion of such period beginning after ending on and including March 31, 1999 and, with the Closing Date; providedwritten consent of Purchaser and at Seller's sole expense, however, that if a settlement or compromise may assume the entire control of any such audit or proceeding would be reasonably likely to increase the Tax liability proceeding. None of Seller or Purchaser, any of its Affiliates Affiliates, any Company Member or any Subsidiary may settle any Tax claim for a taxable period or portion thereof ending on or before any Taxes for which Seller may be liable pursuant to this Agreement, without the Closing Date, (i) prior written consent of Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer which consent may not be unreasonably withheld. From the date hereof, Seller shall not make or terminate any Tax election, settle or compromise any Tax dispute, or enter into any closing agreement if such audit or proceeding action would materially increase the Taxes of any Company Member for any taxable period after March 31, 1999 without Seller’s the prior written consentconsent of Purchaser, which consent shall may not be unreasonably withheld or delayedwithheld. With respect to the defense Annex B Unrelated Assets and Liabilities 1. Agreement dated as of any Tax audit or administrative or court proceeding relating to Taxes for May 1, 1998 between IMC AgriBusiness Inc. and Agrinutrients Technology Group, Inc., a taxable year or period beginning Virginia corporation. 2. The ice-melter trademarks identified on or before and ending after the Closing DateSchedule A attached hereto. 3. The WATERSHED trademark, if the Closing Date is in the 2009 calendar yearU.S. Registration Number 1,730,489. 4. The DOLIRON trademark, such defense shall be governed by the second sentence U.S. Registration Number 1,982,681. 5. The KOOS trademark, U.S. Registration Number 1,924,942. 6. U.S. Patent No. 5,556,634, entitled "Preparation of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Near-Neutral Anionic Salt Feed Minerals."

Contest Provisions. Each of Buyer and Seller shall promptly notify the other Seller in writing upon receipt by Buyer, any of its Affiliates or the Company or any of its Subsidiaries of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the tax liabilities of the Company or any of its Subsidiaries for which Seller would be required to indemnify Buyer pursuant to Section 5.1(a), but no failure to give such notice shall relieve Seller of any liability hereunder except to the extent, if any, that the rights of Seller with respect to Taxes for which such other party (claim are actually prejudiced. Seller shall have the right to represent the Company or any of its Subsidiaries’ (and upon assuming such right, no other party’s AffiliatesPerson will have the right to represent the Company and its Subsidiaries) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of interests in and manage any Income Tax audit or administrative or court proceeding relating to Taxes for a taxable year years or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided. Seller may not agree to settle any Income Tax claim which would materially adversely affect Buyer, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer Company or any of its Affiliates for a their Subsidiaries in any taxable period or portion thereof beginning ending after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayedwithheld. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate at its expense in such proceedingsthe defense of any claim for Income Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 5.1(a) and, with the written consent of Buyer, and (ii) Buyer may not settle or compromise such audit or proceeding without at Seller’s expense, may assume the entire defense of such Income Tax claim. Neither Buyer nor the Company nor any of its Subsidiaries may agree to settle any Income Tax claim for the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller under Section 5.1(a) without the prior written consentconsent of Seller, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)withheld.

Contest Provisions. Each of Buyer and Seller (a) THK shall promptly notify the other Shareholders in writing upon receipt by THK, the PrimaryAds Surviving Corporation or any of their respective Affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect to Taxes which might affect the Tax liabilities for which such other party (or any such other party’s Affiliates) the Shareholders may be liable under this Agreement. Seller, at its expense, pursuant to Section 10.1 and Article IX. (b) The Shareholders shall control have the complete defense of right to represent PrimaryAds’ interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement the Shareholders shall have no right to represent PrimaryAds’ interests in any Tax audit or compromise administrative or court proceeding unless the Shareholders shall have first notified THK in writing of the Shareholders’ intention to do so and shall have agreed with THK in writing that, as between THK and the Shareholders, the Shareholders shall be liable for any such Taxes due in respect of taxable years or periods ending on or before the Closing Date that result from any audit or proceeding. The PrimaryAds Surviving Corporation and its representatives shall have the right to fully participate at their expense in any audit or proceeding would be reasonably likely and to increase the consent to any settlement which affects a Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning Straddle Period ending after the Closing Date, (i) Buyer . THK shall be entitled, at its expense, have the sole right to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of defend PrimaryAds with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof periods ending on or before the Closing DateDate to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, (i) Seller, at its expense, the Shareholders shall not be entitled to participate in such proceedingssettle, and either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of THK, PrimaryAds or any Affiliate thereof for any period after the Closing Date to any extent (iiincluding, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Buyer may not settle or compromise such audit or proceeding without Seller’s the prior written consentconsent of THK, which consent shall not may be unreasonably withheld or delayed. With respect in the sole discretion of THK unless the Shareholders have indemnified THK in a manner acceptable to THK against the defense effects of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (a) In the event (i) Seller or its Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receives notice of any pending or threatened audits Tax audit or assessments assessment or other dispute concerning Taxes with respect to Taxes for which such the other party (or any such other party’s Affiliates) may be liable incur liability under this Agreement. SellerArticle XIV, the party in receipt of such notice promptly shall notify the other party of such matter in writing, provided that failure of a party to comply with this provision shall not affect any party's right to indemnification hereunder unless such failure materially adversely affects the ability of the party that did not receive notice to challenge such Tax audits or assessments. (b) To the extent Seller is financially responsible under the terms of this Agreement for any Taxes payable, Seller shall have the right to control in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of its choice, subject to Buyer’s reasonable approval, at its Seller's expense, . (c) Buyer shall control have the complete defense sole right to represent the interests of the Companies in any Tax audit or administrative or court proceeding relating to Taxes for a with respect to taxable year periods including (but not ending on) or period ending on or before beginning after the Closing Date, including responding Date and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its Buyer's expense; provided. Notwithstanding the foregoing, howeverBuyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that if a settlement or compromise of any such audit or proceeding adversely would be reasonably likely to increase affect the Tax liability of Buyer Seller for any Tax for any Pre‑Closing Tax Period or any create an indemnity obligation on the part of its Affiliates for a taxable period or portion thereof beginning after Seller, without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentprior consent of Seller, which consent shall not be unreasonably conditioned, withheld or delayed. ; provided, however such consent shall not be required to the extent that Buyer shallindemnifies Seller against the effects of such settlement. (d) In addition to Seller's consent rights under Section 14.4(c) above, at its expense, control the complete defense of in connection with any Tax audit or administrative or court proceeding relating concerning income tax liability for which Seller is obligated to Taxes for a taxable year or period beginning after indemnify Buyer under Section 14.1(a), Seller shall have the Closing Date; provided, however, that if a settlement or compromise right to participate in the representation and defense of any the Companies with respect to such audit or proceeding would be reasonably likely proceeding, including without limitation receiving copies of all communications, participating in meetings and settlement discussions, choice of legal counsel, making of settlement offers and decisions and directing of counsel relating to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)proceeding.

Contest Provisions. Each of Buyer and Seller The Purchaser shall promptly notify the other Provant in writing upon receipt by the Purchaser or any of its affiliates of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments that may affect any Tax liability for which Provant is liable pursuant to Section 6.2. Provant shall have (i) the sole right to represent the interests of Provant with respect to Taxes for which such other party (or any such other party’s Affiliates) may be liable under this Agreement. Seller, at its expense, shall control the complete defense of Business in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period periods commencing after December 14, 1999 and ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense, and (ii) the sole right to settle such audit or proceeding, either administratively or after the commencement of any litigation proceeding relating to Taxes in respect of the Business for any taxable period commencing after December 14, 1999 and ending on or before the Closing Date; provided, however, that in each case, if the outcome of such audit or proceeding is reasonably likely to materially adversely affect the Purchaser (after assuming the payment of any amount to be paid by Provant under Section 6.2) for a settlement taxable period commencing after the Closing Date, the Purchaser shall have the right to assume control of such audit or compromise of proceeding and Provant shall only have a right to participate at its expense in such audit or proceeding and shall have no right to settle such audit or proceeding, provided that the Purchaser shall not have the right to settle any such audit or proceeding would for which Provant may be reasonably likely to increase liable under Section 6.2 without the Tax liability prior written consent of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentProvant, which consent may be withheld in the sole discretion of Provant. In the case of any Straddle Period, Provant shall not be unreasonably withheld or delayed. Buyer shall, entitled to participate at its expense, control the complete defense of expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period beginning after attributable to the portion of such Straddle Period ending on and including the Closing Date; providedDate and, howeverwith the written consent of the Purchaser, that if a settlement or compromise and at Provant’s sole expense, may assume the entire control of any such audit or proceeding would be reasonably likely to increase proceeding. None of the Tax liability of Seller Purchaser or any of its Affiliates affiliates may agree to settle any Tax claim for a taxable period or portion thereof ending on or before which Provant may be liable under Section 6.2 without the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s prior written consentconsent of Provant, which consent shall not may be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence sole discretion of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)Provant.

Contest Provisions. Each Promptly after receipt by Buyer, Seller or one of Buyer and Seller their Affiliates of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any taxing authority relating to a Pre-Closing Tax Period (a "Tax Claim"), the recipient shall promptly immediately notify the other party hereto. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in writing upon receipt of notice reasonable detail and shall include copies of any pending notice or threatened audits or assessments with other document received from any taxing authority in respect to Taxes for which such other party (or of any such other party’s Affiliatesasserted Tax Claim. The failure of Seller to receive prompt notice from Buyer or its Affiliates as provided herein shall not relieve Seller of any of its obligations under Section 8.3(b) may be liable under this Agreementexcept to the extent such failure has a material adverse effect on the Seller's ability to defend the Tax Claim. Seller, at its expense, Seller shall control have the complete defense of right to represent each Subsidiary's interests in any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period ending on or before the Pre-Closing Date, including responding to information or document requests and managing any such audit or proceedingTax Periods, and shall to employ counsel or other advisors of its Seller's choice at its expense; provided, however, that if a settlement or compromise of Buyer and its representatives shall be permitted, at their expense, to be present at any such audit or proceeding proceeding. Notwithstanding the foregoing, neither Seller nor any Affiliate of Seller shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would be reasonably likely to increase materially adversely affect the Tax liability for Taxes of Buyer Buyer, or any of its Affiliates Subsidiary or for a taxable any period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding Date without the prior written consent of Buyer’s written consent, which . Such consent shall not be unreasonably withheld withheld, and shall not be necessary to the extent that (i) the settlement is consistent with the positions previously taken by the Subsidiary, or delayed. (ii) Seller has agreed to indemnify Buyer shall, at its expense, control or the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after Company against the Closing Date; provided, however, that if a settlement or compromise effects of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Seller Representative in writing upon receipt by Bxxxx, any of its Affiliates or, after the Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect relating to any Taxes for which Sellers are liable pursuant to this Agreement; provided, that failure to comply with this provision shall not affect Buyer’s right to indemnification under this Agreement except to the extent such other party (or failure materially impairs Sellers’ ability to contest any such other party’s AffiliatesTax liabilities. (ii) may be liable under this Agreement. Seller, at its expense, The Seller Representative shall have the right to control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for which Sellers are liable pursuant to this Agreement and that relates solely to a taxable year or period ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Sellers’ choice at its Sellers’ expense; provided, however, that Sellers shall have no right to control any Tax audit, examination or similar proceeding unless (A) the Seller Representative shall have first notified Buyer in writing of Sellers’ intention to do so and of the identity of counsel, if a settlement any, chosen by Sellers in connection therewith and (B) Sellers shall have agreed with Buyer that, as between Sellers and Buyer, Sellers shall be liable for any Damages relating to Taxes that result from such audit, examination or compromise of similar proceeding; provided, further, that Buyer and its Representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit audit, examination or proceeding would similar proceeding. Notwithstanding the foregoing, neither Sellers or any of their respective Affiliates shall be reasonably likely entitled to increase settle, either administratively or after the Tax commencement of an audit, examination or similar proceeding, any claim for Taxes which could adversely affect the liability for Taxes of Buyer or the Company for any period after the Closing Date without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed. (iii) Buyer shall have the right to control any Tax audit, examination or similar proceeding relating to a Straddle Period or to Tax liabilities other than those for which Sellers have exercised such right pursuant to Section 5.01(c)(ii) and to employ counsel of Buyer’s choice at Buyer’s expense. Notwithstanding the foregoing, but subject to Section 5.01(c)(iv), (i) neither Buyer nor any of its Affiliates for a taxable period shall be entitled to settle, either administratively or portion thereof beginning after the Closing Datecommencement of an audit, (i) Buyer shall examination or similar proceeding, any claim for Taxes relating to Taxes for which Sellers are liable pursuant to this Agreement without the prior written consent of the Seller Representative, such consent not to be entitledunreasonably withheld, at its expense, to participate in such audit conditioned or proceedingdelayed, and (ii) the Seller may not Representative shall be permitted, at Sellers’ expense, to be present at, and participate in, any audit, examination or similar proceeding relating to Taxes for which Sellers are liable pursuant to this Agreement. Buyer shall have the sole right to defend the Company, with respect to any issue, and settle or compromise any issue, arising in connection with any Tax audit, examination or similar proceeding to the extent Buyer shall have agreed in writing to forgo any indemnification under this Agreement with respect to such audit or proceeding without Buyer’s written consent, which consent issue. (iv) Nothing herein shall not be unreasonably withheld or delayed. construed to impose on Buyer shall, at its expense, control any affirmative obligation to defend the complete defense of Company in any Tax audit or administrative or court proceeding relating proceeding. To the extent that Sellers have the right to Taxes for a taxable year or period beginning after the Closing Date; providedcontrol, howeverbut fail to assume control of, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit audit, or administrative or court proceeding relating pursuant to Taxes for a taxable year Section 5.01(c)(ii), such audit or period beginning on proceeding may be settled or before and ending after the Closing Date, if the Closing Date is compromised in the 2009 calendar yeardiscretion of Buyer, and any such defense settlement or compromise shall be governed by not affect Buyer’s right to indemnification under this Agreement. (v) In the second sentence event of a conflict between the provisions of this Section 6.5(i); 5.01(c) and if the Closing Date is in provisions of Section 6.05, the 2010 calendar year, such defense shall be governed by the third sentence provisions of this Section 6.5(i)5.01(c) shall control.

Contest Provisions. Each of Buyer and Seller (a) Purchaser shall promptly notify the other Sellers in writing upon within 30 days of receipt by Purchaser or any of its Affiliates (including, after the Closing Date, the Companies or their Subsidiaries) of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments with respect to Taxes which may materially affect the Tax liabilities of the Companies for which Sellers would be required to indemnify Purchaser and its Affiliates pursuant to Section 6.3, provided that failure to comply with this provision shall not affect Purchaser's or its Affiliates' right to indemnification hereunder except to the extent such other party (or failure impairs Sellers' ability to contest any such other party’s AffiliatesTax liabilities. (b) may be liable under this Agreement. Seller, at its expense, Sellers shall control have the complete defense of sole right to represent the Companies' and their Subsidiaries' interests in any Tax audit or administrative or court proceeding relating to Taxes Tax liabilities for a which Sellers would be required to indemnify Purchaser and its Affiliates pursuant to Section 6.3 and which relate to taxable year or period periods ending on or before the Closing Date, including responding and to information or document requests and managing any such audit or proceeding, and shall employ counsel or other advisors of its Sellers' choice at its Sellers' expense; provided, however, that if a settlement Sellers shall have no right to represent the Companies' or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate their Subsidiaries' interests in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating (other than a Tax audit or proceeding with respect to any Tax Return that is filed on a consolidated, combined or unitary basis with another Person other than solely the Companies and their Subsidiaries) unless Sellers shall have first notified Purchaser in writing of Sellers' intention to do so and shall have agreed with Purchaser in writing that, as between Purchaser and Sellers, Sellers shall be liable for any Taxes for a taxable year that result from such audit or period beginning after the Closing Dateproceeding; provided, howeverprovided further, that if a settlement or compromise of Purchaser and its representatives shall be permitted, at Purchaser's expense, to be present at, and participate in, any such audit or proceeding would proceeding. Nothing herein shall be reasonably likely construed to increase the Tax liability of Seller impose on Purchaser or any of its Affiliates for a taxable period Affiliate thereof any obligation to defend the Companies or portion thereof ending on their Subsidiaries in any Tax audit or before administrative or court proceeding. Purchaser shall have the Closing Datesole right to defend the Companies and their Subsidiaries with respect to any issue arising with respect to any such Tax audit or administrative or court proceeding to the extent Purchaser shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue. Notwithstanding the foregoing, (i) Seller, at its expense, Purchaser and their respective Affiliates shall not be entitled to participate in such proceedingssettle, and (ii) Buyer may not settle either administratively or compromise such audit or proceeding after the commencement of litigation, any claim for Taxes which could reasonably be expected to adversely affect the other Party for any year without Seller’s the other Party's prior written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).

Contest Provisions. Each of (a) In the event (i) either Seller or their Affiliates or (ii) Buyer and Seller shall promptly notify the other in writing upon receipt of or its Affiliates receive notice of any pending or threatened Tax audits or assessments or other disputes concerning Taxes with respect to Taxes for which such the other party may incur liability under this Article VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the party's ability to challenge such Tax audits or assessments. (b) The Sellers shall have the sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to any Tax for any taxable period ending on or before the Closing Date, and to employ counsel of their choice at their expense. Notwithstanding the foregoing, the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Separate Return which would adversely affect the liability for Taxes of Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, and such consent shall not be necessary to the extent that the Sellers have indemnified Buyer against the effect of any such other party’s Affiliatessettlement. (c) may be liable under this Agreement. Seller, at its expense, Buyer shall control have the complete defense sole right to represent the interests of the Company in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Closing Date and to employ counsel of its choice at its expense, provided that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes that would adversely affect the liability of Sellers for a taxable year or any Taxes for any period ending on or before the Closing Date, including responding to information Date or document requests and managing for any such audit or proceeding, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates for a taxable period or portion thereof beginning after the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s written consentStraddle Period, which consent shall not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect required to the defense extent that Buyer has indemnified Sellers against the effects of any Tax audit or administrative or court proceeding relating such settlement. Where consent to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date settlement is in the 2009 calendar year, such defense shall be governed withheld by the second sentence Sellers pursuant to this section, the Sellers may continue or initiate any further proceedings at its own expense, provided that the liability of the Buyer, after giving effect to this Section 6.5(i); and if Agreement, shall not exceed the Closing Date is in liability that would have resulted from the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i)settlement or amended return.

Contest Provisions. Each of (i) Buyer and Seller shall promptly notify the other Aon in writing upon receipt by Buyer, any of its Affiliates or the Companies of notice of any pending or threatened audits federal, state, local or foreign Tax audits, examinations or assessments with respect relating to taxable periods ending on or before the Closing Date or which might otherwise affect the Tax liabilities for which Aon may be liable pursuant to this Section 8.1. (ii) Aon shall have the sole right to represent the Companies’ interests in any Tax audit or administrative or court proceeding to the extent that such audit or proceeding relates to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which such other party (or any such other party’s Affiliates) Aon may be liable under pursuant to this Agreement. SellerSection 8.1, and to employ counsel of their choice at its their expense, provided, however, that Aon shall control not settle or otherwise agree to resolve any such audit or proceeding if such settlement or other resolution would have a material adverse impact on Buyer or any of the complete defense Companies without consent of Buyer, which consent shall not unreasonably be withheld or delayed. In the case of a Straddle Period, Aon shall be entitled to participate at their expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes for a taxable year or period attributable to the portion of such Straddle Period ending on or before and including the Closing DateDate and, including responding to information or document requests with the written consent of Buyer, and managing any at Aon’s sole expense, may assume the entire control of such audit or proceeding. None of Buyer, and shall employ counsel or other advisors of its choice at its expense; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Buyer or any of its Affiliates or the Companies may settle any Tax claim for a taxable period or portion thereof beginning after any Taxes for which Aon may be liable pursuant to Section 8.1(a), without the Closing Date, (i) Buyer shall be entitled, at its expense, to participate in such audit or proceeding, and (ii) Seller may not settle or compromise such audit or proceeding without Buyer’s prior written consentconsent of Aon, which consent shall may not be unreasonably withheld or delayed. Buyer shall, at its expense, control the complete defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning after the Closing Date; provided, however, that if a settlement or compromise of any such audit or proceeding would be reasonably likely to increase the Tax liability of Seller or any of its Affiliates for a taxable period or portion thereof ending on or before the Closing Date, (i) Seller, at its expense, shall be entitled to participate in such proceedings, and (ii) Buyer may not settle or compromise such audit or proceeding without Seller’s written consent, which consent shall not be unreasonably withheld or delayed. With respect to the defense of any Tax audit or administrative or court proceeding relating to Taxes for a taxable year or period beginning on or before and ending after the Closing Date, if the Closing Date is in the 2009 calendar year, such defense shall be governed by the second sentence of this Section 6.5(i); and if the Closing Date is in the 2010 calendar year, such defense shall be governed by the third sentence of this Section 6.5(i).