Common use of Contest Provisions Clause in Contracts

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to such

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other Seller in writing upon receipt by Buyer, any of Buyer's Affiliates or Subsidiaries, the Company or ILIC of notice of any pending or threatened auditsfederal, assessmentsstate, adjustments, local or other proceedings with respect to Taxes foreign Tax audits or assessments which may affect the Tax liabilities of the Company or ILIC for which Seller could be required to indemnify Buyer pursuant to Section 7.4.1 (assuming, for this purpose, no exception to or limitation on such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”indemnity obligation attributable to the existence of any reserve for Taxes on the Final Balance Sheet), provided that a party’s failure to comply with this notice provision shall not affect such party’s Buyer's right to indemnification hereunder unless (and only except to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description failure results in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment an increase in the amount of Losses set forth for which Seller is liable under Section 7.4.1 or otherwise results in the Tax Claim Noticea Loss to Seller or a Seller Affiliate. The Buyer Seller shall have the sole right to control, conduct, contest, represent and defend all Tax Matters control the Company's and ILIC's interests in any Contest relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, or relating to any claim for Taxes which could be subject to indemnification by Seller pursuant to Section 7.4.1. other than Taxes described in the next paragraph, and (B) to employ counsel of its choice for purposes of at its expense. Notwithstanding the foregoing, Seller shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of Buyer, the Company or ILIC for any period (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, which consent shall not be unreasonably withheld, and shall not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses Seller shall be paid first from entitled to participate at its expense in the Reserve Amount)defense of any claim for Taxes for a year or period ending after the Closing Date which may be subject to indemnification by Seller pursuant to Section 7.4.1 and, procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The written consent of Buyer shall procure such evidence that and at its sole expense, may assume the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress entire defense of such Tax Matter claim if assumption of such defense is permitted by law. Neither Buyer, the Company, nor ILIC may 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 Seller under Section 7.4.1 without the prior written consent of Seller, which consent shall not be unreasonably withheld. Buyer shall have the sole right to represent the Company's or ILIC's interests in the defense of any claim for Taxes relating to taxable periods beginning on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of Seller, the Company or ILIC for any period for which Seller must indemnify Buyer pursuant to Section 7.4.1 (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 Seller, which consent shall not be unreasonably withheld, and (ii) provide shall not be necessary to the other party drafts extent that Buyer has indemnified Seller against the effects of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchsuch settlement.

Contest Provisions. Each Promptly after receipt by Holdings or the Principal ProMed Shareholders of written notice of the Buyer and assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Stockholders’ Representative shall promptly notify Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Company and/or ProMed Subsidiary or any of its assets (“Tax Authority”) relating to Taxes of ProMed Company and/or ProMed Subsidiary with respect to a Pre-Closing Tax Period (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterClaim”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) recipient will promptly notify Holdings or the other party is materially adversely prejudiced Principal ProMed Shareholders, as a consequence of such failureapplicable. Such Tax Claim Notice shall include (i) a description in reasonable detail notice will contain factual information (to the extent known by known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such Buyer Indemnified Party (as defined below)) asserted Tax Claim. The failure of the facts constituting Principal ProMed Shareholders to receive prompt notice from Holdings as provided in this Agreement will not relieve the basis for Principal ProMed Shareholders of any of his indemnification obligations under this Agreement except to the extent such claim and failure has a material adverse effect on the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled Principal ProMed Shareholders’ ability to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in defend the Tax Claim NoticeClaim. The Buyer shall Principal ProMed Shareholders will have the right to control, conduct, contestrepresent ProMed Company’s and/or ProMed Subsidiary’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 or indemnification obligations, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes (reasonably acceptable to Holdings) of the foregoing. The Buyer shallPrincipal ProMed Shareholders’ choice at its expense; provided, however, that Holdings and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the cost 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 adversely affect the Stockholders’ Representative (provided that liability for Taxes of Holdings, ProMed Company or ProMed Subsidiary for any period after the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from Closing Date without the Reserve Amount), procure all assistance that written consent of Holdings unless the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide Principal ProMed Shareholders makes adequate provision to the other party drafts satisfaction of Holdings to indemnify Holdings against the effects of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchsuch settlement.

Contest Provisions. Each of if, subsequent to the Buyer and Closing, the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) Purchaser or the other upon receipt of Company receives notice of any pending or threatened audits, assessments, adjustments, or other proceedings a Tax contest with respect to Taxes for any period with respect to which such other party (or such other party’s Affiliates) may be liable hereunder (each the Purchaser can claim a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns under this Agreement, then within ten (10) Business Days after receipt of the Company or any of its Subsidiaries, provided thatsuch notice, the Stockholders’ Representative Purchaser shall be entitled (at its sole cost notify the Sellers' Agent of such notice. The Sellers' Agent may elect to control the conduct and expense) (A) to participate in the defense resolution of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any such Pre-Closing Tax Matter, but only Period contest solely to the extent that such Tax Matter pertains solely contest relates to taxable periods ending on or before a Pre-Closing Tax Period provided that (i) the Sellers' Agent shall permit the Purchaser to participate in such Pre-Closing Date, and Tax Period contest (B) to employ using counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amountown choosing), procure (ii) Sellers' Agent shall keep the Purchaser reasonably informed of all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken material developments on a timely basis with respect to any such Pre-Closing Tax Matter with Period contest, and (iii) the Sellers' Agent shall not enter into any settlement of, otherwise compromise or abandon any Pre-Closing Tax Period contest without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such any Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall contest (i) keep involving Tax matters or items that could reasonably be expected to form the other party fully informed regarding basis for a claim of indemnification against the status and progress of such Tax Matter Sellers pursuant to this Agreement and (ii) provide that the Sellers' Agent does not or cannot elect to control pursuant to the other preceding clause, the Purchaser will control such Tax contest, including the defense and settlement thereof; provided that (i) the Purchaser shall permit the Sellers' Agent to participate in such Tax contest (using counsel of its own choosing), (ii) the Purchaser shall keep the Sellers' Agent reasonably informed of all material developments on a timely basis with respect to any such Tax contest, and (iii) the Purchaser shall not enter into any settlement of, otherwise compromise or abandon any such Tax contest without the prior written consent of the Sellers' Agent, which consent shall not be unreasonably withheld, conditioned or delayed. Each party drafts (in the case of the Sellers' Agent, on behalf of the Sellers) shall bear its own costs for participating in such Tax contest. To the extent of any correspondence to or from any Taxing Authority inconsistency between this clause 8.7 and consider in good faith any comments clause 9.3, the provisions of the other party (or its advisors) with regard to suchthis clause 8.7 shall control.

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other Sellers in writing upon receipt by Buyer or any of its Tax Affiliates of notice of any pending or threatened audits, assessments, adjustmentsproposed audit, or other proceedings with respect to Taxes any assessment or claim in any Tax audit or any administrative or judicial proceeding which may materially affect the Tax liabilities of the Companies for which such other party Sellers would be required to indemnify Buyer pursuant to paragraph (or such other party’s Affiliatesa) may be liable hereunder (each a “Tax Matter”)of this Section 7.5; provided, provided however, that a party’s failure to comply with this give such notice provision shall will not affect such party’s Buyer's right to indemnification hereunder unless (and only under this Section 7.5 except to the extent that) the other party is materially adversely that Sellers have been actually prejudiced as a consequence result of such failure. Such In the case of a proposed Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such assessment or claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely relates to taxable periods ending on or before the Closing Date, (A) both Buyer and Sellers may participate in the conduct of the audit or administrative or judicial proceeding involving such assessment or claim (at their own expense) and (B) provided that Sellers have acknowledged in writing their liability to employ counsel indemnify Buyer against the full amount of its choice any adjustment which may be made as a result of such audit or proceeding, Sellers may elect to control (at their expense) the conduct of such audit or proceeding (but only to the extent that such audit or proceeding relates solely to a potential adjustment for purposes which Sellers have acknowledged their liability and the issue underlying the proposed adjustment does not recur for any taxable period ending after the Closing Date). With respect to a proposed tax assessment or claim for which either Sellers (as evidenced by their acknowledgment hereunder) and any Buyer, the Companies or their Affiliates could be liable, or which involves an issue that recurs for any period ending after the Closing Date (whether or not the subject of audit at such time), (A) both Buyer and the Sellers may participate in the audit, administrative or judicial proceeding involving such assessment or claim (at their own expense), and (B) the audit or proceeding shall be controlled by that party which would bear the burden of the foregoing. The Buyer shall, at the cost greater portion of the Stockholders’ Representative sum of the assessment or claim and any corresponding adjustments that may reasonably be anticipated for future taxable periods. In the case of any Tax audit or administrative or judicial proceeding governed by this paragraph (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amountc), procure all assistance the controlling party shall have the authority to settle or 41 37 compromise any proposed Tax claim or assessment, provided however that the Stockholders’ Representative may reasonably require in relation neither Buyer nor Sellers shall enter into any compromise or agree to settle any action taken with respect claim or assessment pursuant to any Tax Matter with respect to audit or administrative or judicial proceeding which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which would adversely affect the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep without the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments written consent of the other party (or its advisors) with regard to suchparty, which consent may not be unreasonably withheld.

Contest Provisions. Each If, subsequent to the Closing, Purchaser or the Company receives notice of the Buyer and the Stockholders’ Representative 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 (a “Sellers of such notice. Purchaser shall have the right to control the conduct and resolution of such Tax Claim Notice”) Contest, provided, however, that Purchaser shall keep Sellers reasonably informed of the other upon receipt progress of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision Contest and shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence effect any settlement or compromise of such failure. Such Tax Claim Notice Contest without obtaining Sellers prior written consent thereto, which shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimednot be unreasonably withheld, if known and quantifiableconditioned or delayed; provided, (ii) a statement further, that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Sellers shall have the right to control, conductat the Sellers’ expense, contestthe 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 defend all Tax Matters relating would not be expected to increase or otherwise adversely affect the Taxes or Tax Returns of the Purchaser or the Company or any of its Subsidiariesin a Post-Closing Tax Period, provided thatprovided, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) Sellers shall keep Purchaser reasonably informed of the other party fully informed regarding the status and progress of such Tax Matter and Contest, (ii) provide Purchaser shall have the right to participate, at the other party drafts Purchaser’s expense, in the conduct and resolution of any correspondence such Tax Contest, and (iii) Sellers shall not effect any settlement or compromise of any such Tax Contest without obtaining Purchaser’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed, if 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 from assume control of any Taxing Authority and consider in good faith any comments such Tax Contest if the Sellers fail to assume control of the other party conduct and resolution of any Tax Contest within fifteen (15) days of the receipt of the notice from the Purchaser or its advisors) with regard Sellers fail to suchdiligently contest such Tax Contest, provided, that 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. In the event of any conflict or overlap between the provisions if this Section 9.03 and Section 10.05, the provisions of this Section 9.03 shall control.

Contest Provisions. Each Promptly after receipt by Group or the ProMed Upland Shareholder of written notice of the Buyer and assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Stockholders’ Representative shall promptly notify Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over ProMed Upland or any of its assets (“Tax Authority”) relating to Taxes of ProMed Upland with respect to a Pre-Closing Tax Period (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterClaim”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) recipient will promptly notify Group or the other party is materially adversely prejudiced ProMed Upland Shareholder, as a consequence of such failureapplicable. Such Tax Claim Notice shall include (i) a description in reasonable detail notice will contain factual information (to the extent known by known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such Buyer Indemnified Party (as defined below)) asserted Tax Claim. The failure of the facts constituting ProMed Upland Shareholder to receive prompt notice from Group as provided in this Agreement will not relieve the basis for ProMed Upland Shareholder of any of his indemnification obligations under this Agreement except to the extent such claim and failure has a material adverse effect on the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled ProMed Upland Shareholder’ ability to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in defend the Tax Claim NoticeClaim. The Buyer shall ProMed Upland Shareholder will have the right to control, conduct, contestrepresent ProMed Upland’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 ProMed Upland Shareholder’ liability for Taxes or indemnification obligations, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes (reasonably acceptable to Group) of the foregoing. The Buyer shallProMed Upland Shareholder’ choice at its expense; provided, however, that Group and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the cost foregoing, the ProMed Upland Shareholder will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the Stockholders’ Representative (provided that liability for Taxes of Group or ProMed Upland for any period after the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from Closing Date without the Reserve Amount), procure all assistance that written consent of Group unless the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide ProMed Upland Shareholder makes adequate provision to the other party drafts satisfaction of Group to indemnify Group against the effects of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchsuch settlement.

Contest Provisions. Each If, subsequent to the Closing, any of Parent, the Buyer and Company or the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of Company Subsidiaries receives notice of any pending or threatened audits, assessments, adjustments, or other proceedings a Tax Contest with respect to Taxes any Tax Return for which such other party a Pre-Closing Tax Period (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”"Pre-Closing Return"), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless then within fifteen (and only to the extent that15) the other party is materially adversely prejudiced as a consequence days after receipt of such failure. Such Tax Claim Notice notice, Parent shall include (i) a description in reasonable detail (to notify the extent known by Securityholders' Representative of such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Noticenotice. The Buyer Securityholders' Representative shall have the right to controlcontrol the conduct and resolution of such Tax Contest, conductprovided, contesthowever, and defend all that if any of the issues raised in such Tax Matters relating to Contest could have an impact on Taxes or Tax Returns of the Company for a Tax period or any of its Subsidiariesportion thereof beginning on or after the Closing Date (a "Post-Closing Tax Period"), provided that, then the Stockholders’ Securityholders' Representative shall be entitled (at its sole cost afford Parent the opportunity to control jointly the conduct and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control resolution of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress portion of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments Contest which could have an impact on Taxes of the other Company in any Post-Closing Tax Period; provided, further, that if the Company Indemnifying Parties are not reasonably expected to fully indemnify Parent Indemnified Parties pursuant to this Agreement for any Damages arising from such Tax Contest, then the Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such Tax Contest. If the Securityholders' Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Securityholders' Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Company Indemnifying Parties' indemnification obligations under this Agreement without the Securityholders' Representative written consent, which shall not be unreasonably withheld. Each party (or shall bear its advisors) with regard to suchown costs for participating in such Tax Contest.

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify Seller and provide a copy of such notification to the Tax Director of Seller Parent in writing upon receipt by Buyer, any of its Affiliates or the Company 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 Pre-Closing Period or any Straddle Period for which Seller would be liable pursuant to Section 9.1(a). Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its 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 Buyer would be liable pursuant to Section 9.1(b). Seller shall have the sole right to control the defense in any Tax audit or administrative or court proceeding (a “Tax Claim NoticeContest”) relating to any Pre-Closing Period of the Company and to employ counsel and other upon receipt advisors of notice its choice at its expense. In the event of any pending or threatened auditsTax Contest relating to a Straddle Period of the Company, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliatesi) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent thatthe issues can be separated into those for which Seller would be liable under Section 9.1(a) and those for which Buyer would be liable under Section 9.1(b), then each of Seller and Buyer shall control the defense of those issues for which it would be liable, employing counsel and other party is materially adversely prejudiced as a consequence advisors of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimedits own choice, if known and quantifiableat its expense, (ii) a statement that such with respect to all other issues, Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (to control the defense employing counsel and other advisors of its choice at its sole cost expense, provided that Seller (along with counsel and expenseother advisors of its choice) (A) shall be entitled to participate in the defense of andand to take over such defense if Buyer is not prosecuting the defense diligently, at its option, after providing written notice vigorously and professionally. Neither Buyer nor the Company may agree to the Buyer, take control of the complete defense of, settle any Tax Matter, but only to claim which may affect the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice Taxes for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only which Seller would be liable for reasonable out-of-pocket expenses and such expenses under Section 9.1(a) without the prior written consent of Seller, which consent shall not be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchunreasonably withheld.

Contest Provisions. (a) Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, audits or other proceedings assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterContest”); provided, provided however, that a party’s the failure to comply with this deliver such notice provision shall not affect such party’s right to indemnification any of the parties’ obligations hereunder unless (and only to such party was materially prejudiced by the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description delay in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Noticenotice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (to participate at its sole cost and expense) (A) to participate expense in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains Contest relating solely to taxable periods any Tax period ending on or before the Closing Date, including any settlement or other disposition thereof (subject to the last sentence of Section 7.3(c)), and (B) to employ counsel of its choice for purposes at its expense. The Stockholders’ Representative shall exercise such option by providing to Buyer written acknowledgment of the foregoingindemnification obligations of the Fully Diluted Common Holders and written notice of such election within twenty (20) days of the Stockholders’ Representative’s receipt of notice pursuant to the first sentence of this Section 7.3; provided, that if the Stockholders’ Representative fails to exercise such option within such twenty (20)-day period, Buyer shall assume control and complete defense of such Tax Contest (subject to the last sentence of Section 7.3(c)). The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first solely from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any such Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentenceContest. The Buyer shall procure such evidence ensure that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax MatterContest, 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 rulingrulings, opinions or determinations with any Taxing Authority or lodging or instituting objections, applications, appeals and other Litigations with any Taxing Authority, tribunal or court. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to such.

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other Sellers’ Representative 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, assessmentsproceedings, adjustmentslitigation, adjustments or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters assessments relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods Period ending on or before the Closing DateEffective Time or any Straddle Period or relating to a Tax for which Sellers may be liable pursuant to this Agreement (“Tax Proceeding”). Notwithstanding anything else to the contrary in ARTICLE X, Sellers’ Representative shall have the sole right to represent the Company’s and each Subsidiary’s interests in any Tax Proceeding relating to a Tax Period ending on or before the Effective Time or any Straddle Period if such Tax Proceeding is reasonably likely to adversely affect Sellers, and (B) to employ counsel of Sellers’ Representative’s choice at Sellers’ expense; provided, however, that Buyer and its choice for purposes of the foregoing. The Buyer shallrepresentatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Tax Proceeding. Neither Buyer nor any Affiliate of Buyer shall be entitled to settle, either administratively or after the cost commencement of litigation, any claim for Taxes which could reasonably adversely affect Sellers relating to any Tax Period ending on or before the StockholdersEffective Time 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’ Representative (provided that the Stockholders’ Representative will only which consent shall not be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amountunreasonably withheld, conditioned or delayed), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to such.

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) 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 auditsfederal, assessmentsstate, adjustmentslocal or foreign income or franchise tax examinations, inquiries or other proceedings with respect to Taxes audits or assessments which may materially affect the tax liabilities of Repap USA or its Subsidiaries for which such other party (or such other party’s Affiliates) Repap may be liable hereunder required to indemnify Buyer pursuant to Sections 5.2(b) or 5.9(c) (each a “Tax Matter”), provided that a party’s failure to comply with give this notice provision shall not affect such party’s Buyer's right to indemnification hereunder unless (and only such failure is prejudicial to the extent that) the other party is materially adversely prejudiced as a consequence Repap), or which may affect any tax liability or refund claim of such failureRepap. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative Repap shall be entitled (to participate at its sole cost and expense) (A) to participate expense in the defense of any claims for Taxes or 10 11 any other proposed adjustments which may be the subject of indemnification by Repap pursuant to Section 5.2(b) or 5.9(c), and, with the written consent of Buyer, at its optionsole expense, may assume the entire defense of such claims or proposed adjustments. Notwithstanding the foregoing, Repap shall not be entitled to settle, either administratively or after providing written notice to the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer, take control of Repap USA or its Subsidiaries for any period after the complete defense of, Closing Date to any Tax Matterextent (including, but only to not limited to, the extent that such Tax Matter pertains solely to taxable periods ending on imposition of income tax deficiencies, the reduction of asset basis or before cost adjustments, the Closing Datelengthening of any amortization or depreciation periods, and (Bthe denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) to employ counsel without the prior written consent of its choice for purposes of the foregoingBuyer. The Buyer shallSuch consent shall not be unreasonably withheld. Neither Buyer, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and Repap USA nor its Subsidiaries as the Stockholders’ Representative may reasonably request with respect agree to such Tax Matter, including responding (in writing settle any claim for Taxes 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. A party in control of a Tax Matter for proposed adjustments which the other party (or such other party’s Affiliates) may be liable hereunder the subject of indemnification by Repap under Sections 5.2(b) or 5.9(c) without the prior written consent of Repap, which consent shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchnot be unreasonably withheld. Section V.5

Contest Provisions. Each of If, subsequent to the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of Closing, Purchaser or any Target Company receives notice of any pending or threatened audits, assessments, adjustments, or other proceedings a Tax Contest with respect to Taxes any Tax Return for which a Pre-Closing Tax Period, then within fifteen (15) days after receipt of such other party (or notice, Purchaser shall notify the Seller Representative of such other party’s Affiliates) may be liable hereunder (each a “notice. Purchaser shall have the right to control the conduct and resolution of such Tax Matter”)Contest, provided provided, however, that a party’s failure to comply with this notice provision Purchaser shall keep the Seller Representative reasonably informed of the progress of such Tax Contest and shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence effect any settlement or compromise of such failure. Such Tax Claim Notice Contest without obtaining the Seller Representative’s prior written consent thereto, which shall include (i) a description in reasonable detail (to not be unreasonably withheld; provided, further, that the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Seller Representative shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided thatat Sellers’ expense, the Stockholders’ Representative shall be entitled (at its sole cost conduct and expense) (A) to participate in the defense resolution of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax MatterContest that may be subject to indemnification under Section 9.02, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Seller Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) shall keep Purchaser reasonably informed of the other party fully informed regarding the status and progress of such Tax Matter Contest and (ii) provide to shall not effect any settlement or compromise of such Tax Contest without obtaining Purchaser’s prior written consent thereto, which shall not be unreasonably withheld, if such settlement or compromise could increase the other party drafts liability for Taxes of Purchaser or any Target Company in a Post-Closing Tax Period. In the event of any correspondence to conflict or from any Taxing Authority overlap between the provisions of this Section 8.03 and consider in good faith any comments Section 9.05, the provisions of the other party (or its advisors) with regard to suchthis Section 8.03 shall control.

Contest Provisions. Each Upon receipt by a party entitled to any indemnification provided for under this Agreement, including this Section 6.11 or Section 2.8 (for purposes of this paragraph, the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt "indemnified party"), of notice of any pending audit, written inquiry, claim or threatened auditsdemand by a taxing authority, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (in each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include case (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating related to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control indemnified party would be entitled to indemnification under this Agreement to any extent or (ii) that could result in the disallowance of any deduction or similar Tax item previously claimed with respect to a Payment in accordance with Section 6.11(a)(v) whether or not indemnification payments would be owing upon such disallowance (any such audit, written inquiry, claim or demand by a taxing authority, hereinafter a "Tax Assertion"), the immediately preceding sentence. The Buyer indemnified party shall procure notify the party obligated to provide such evidence that indemnification (for purposes of this paragraph, the Stockholders’ Representative is authorized to take such action on behalf and "INDEMNIFYING PARTY") in the name writing of the Surviving Corporation Tax Assertion as promptly as practicable but in any event within fifteen (15) days after receipt by such indemnified party of notice of such Tax Assertion; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and its Subsidiaries documents (including court papers) received by the indemnified party relating to such Tax Assertion. If a Tax Assertion is made, the indemnifying party or any Person designated by the indemnifying party (the indemnifying party or such Person, as relevant as determined by the Stockholders’ Representative may reasonably request indemnifying party with respect to each reference herein, the "RELEVANT PARTY") will be entitled to choose to defend and solely control the defense of such Tax MatterAssertion (at the Relevant Party's expense) with counsel selected by the Relevant Party (at the Relevant Party's expense). If the Relevant Party chooses to defend or prosecute any Tax Assertion, including responding all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include taking all reasonable steps necessary to retain and (in writing or otherwiseupon the Relevant Party's request) to provide to the Relevant Party records and information which are reasonably relevant to such Tax Assertion, and making employees available on a mutually convenient basis to provide additional information and explanation of any audit inquiry from material provided hereunder. Notwithstanding anything herein to the contrary, the indemnified party shall have the sole right to defend any Taxing Authority, attending and conducting interviews, meetings, discussions and negotiations issue relating to a Tax Assertion not described in clause (ii) of the definition thereof to the extent the indemnified party shall have agreed to forego any indemnification under this Agreement with any Taxing Authority, negotiating and concluding compromises, agreements and settlements with any Taxing Authority, lodging requests for ruling, opinions respect thereto. Whether or determinations with any Taxing Authority or lodging or instituting objections, applications, appeals and other Litigations with any Taxing Authority, tribunal or court. A party in control not the Relevant Party shall have assumed the defense of a Tax Matter for which Assertion, neither the other indemnified party (nor the Relevant Party shall admit any liability with respect to, or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of settle, such Tax Matter and (ii) provide to Assertion without the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchRelevant Party's prior written consent.

Contest Provisions. Each of the Buyer The Purchaser and the Stockholders’ Representative Company shall promptly notify (a “Tax Claim Notice”) the other Selling Stockholder in writing upon receipt of notice of any pending or threatened auditsby the Purchaser, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, or any of their respective affiliates, of notice of any pending or threatened federal, state, or local Tax audits, examinations or assessments which may affect any Tax liability for which the Selling Stockholder is liable pursuant to Section 5.4(a) hereof; provided thatthat failure to comply with this provision shall not affect the Purchaser's rights hereunder, except to the Stockholders’ Representative extent such failure impairs the Selling Stockholder's ability to contest any such Tax liabilities. The Selling Stockholder shall be entitled have the sole right (at i) to represent the interests of the Company or any of its sole cost and expense) Subsidiaries in any Tax audit or administrative or court proceeding relating to (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, Date and (B) any of the matters discussed in Section 5.4(a)(v) hereof, and (ii) in connection therewith, to employ counsel of its choice for purposes and expense. The Selling Stockholder shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating (in whole or in part) to Taxes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation Company and its Subsidiaries as for any period ending on or before the Stockholders’ Representative may reasonably request with respect Closing Date. In the case of any Straddle Period, the Selling Stockholder shall be entitled to such participate, at its expense, in any Tax Matter, including responding audit or administrative or court proceeding relating (in writing whole or otherwisein 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 Purchaser, and at the Selling Stockholder's sole expense, may assume the entire control of such audit or proceeding. Neither the Purchaser nor the Company, nor any audit inquiry of their respective 36 38 Subsidiaries and affiliates, may agree to settle any Tax claim which relates to or arises 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. A party in control of a Tax Matter Taxes for which the other party (Selling Stockholder is liable pursuant to Section 5.4(a)(i) or such other party’s AffiliatesSection 5.4(a)(v) may be liable hereunder shall (i) keep hereof without the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments prior written consent of the other party (or its advisors) with regard to suchSelling Stockholder, which consent shall not be unreasonably withheld.

Contest Provisions. Each of the If an audit, examination, litigation or claim is commenced by any Tax authority which may result in an indemnity payment to a Buyer and the Stockholders’ Representative Tax Indemnitee pursuant to Section 10.3, Buyer shall promptly notify Sellers of such audit or claim (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterProceeding”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (stating the nature and only to the extent that) the other party is materially adversely prejudiced as a consequence basis of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for any 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 otherwise, unless the Losses claimedSellers are materially prejudiced thereby. Sellers’ Representative will have the right, if known and quantifiableat its option, upon timely notice to Buyer, to assume control or any defense of any Tax Proceeding with their own counsel. Sellers’ Representative’s right to control a Tax Proceeding will be limited to amounts in dispute which would be paid by Sellers or for which Sellers would be liable pursuant to Section 10.3. Costs of such Tax Proceeding are to be borne by Sellers (ii) a statement that such Buyer Indemnified Party is entitled subject to indemnification under the proviso in Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in 10.3 unless the Tax Claim Noticerelates to taxable periods ending after the Closing Date, in which event such costs will be fairly apportioned. The Buyer and the Company shall have cooperate with Sellers’ Representative in connection with any Tax Proceeding, which cooperation shall include the right retention and, upon Sellers’ Representative’s request, the provision of records and information which are reasonably relevant to controlsuch Tax Proceeding, conductmaking 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, contest, and defend all Sellers’ Representative shall neither consent nor agree (nor cause the Company to consent or agree) to the settlement of any Tax Matters relating Proceeding with respect to any liability for Taxes that may adversely affect the liability for any state or Tax Returns federal income tax of the Company or any of its SubsidiariesSubsidiaries 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 (which consent shall not be unreasonably withheld or delayed), provided thatand neither Sellers’ Representative, nor any of its Affiliates, shall file an amended Tax Return that may adversely affect the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control liability for Taxes of the complete defense ofCompany or any of its Subsidiaries that is not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, Buyer and Sellers shall jointly control all proceedings taken in connection with any Tax Matter, but only to the extent that such Tax Matter pertains claims for Taxes relating solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes a Straddle Period of the foregoing. The Buyer shall, at the cost Company or any of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, including responding (provided above 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchthis Section 10.4.

Contest Provisions. Each If, subsequent to the Closing, Buyer or any Acquired Company receives notice of a Tax Proceeding with respect to any Tax Return for a Pre-Closing Tax Period for which the Selling Securityholders are or may be required to indemnify the Buyer and or any Acquired Company pursuant to this Agreement), then within 20 days after receipt of such notice, the StockholdersBuyer shall notify in writing the Securityholders’ Representative of such notice. The Securityholders’ Representative shall promptly notify (a “have the right to control the conduct and resolution of such Tax Claim Notice”) Proceeding, provided, however, that if any of the other upon receipt of notice issues raised in such Tax Proceeding could have an impact on Taxes of any pending or threatened auditsAcquired Company for a Post-Closing Tax Period, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include then (i) a description the Buyer shall have the opportunity to control jointly the conduct and resolution of only the portion of such Tax Proceeding which could have an impact on Taxes of any Acquired Company in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim any Post-Closing Tax Period and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that the Securityholders’ Representative shall not enter into any settlement of or otherwise compromise any such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation Tax Proceeding without the prior written consent of the basis therefor Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, further, that if the Selling Securityholders are not reasonably expected to fully indemnify Buyer pursuant to this Agreement for any losses arising from such Tax Proceeding, then the Securityholders’ Representative shall afford Buyer the opportunity to control jointly the conduct and (iii) a demand for payment resolution of such Tax Proceeding. If the Securityholders’ Representative shall have the right to control the conduct and resolution of such Tax Proceeding but elects in the amount writing not to do so within ten days of Losses set forth in the receiving notice of such Tax Claim Notice. The Proceeding, then Buyer shall have the right to control, conduct, contest, control the conduct and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress resolution of such Tax Matter Proceeding, provided that Buyer shall keep the Securityholders’ Representative informed of all developments on a timely basis and (ii) provide Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the other indemnifying parties’ indemnification obligations under this Agreement without Securityholders’ Representative written consent, which shall not be unreasonably withheld, conditioned or delayed. Each party drafts of any correspondence to or from any Taxing Authority and consider shall bear its own costs for participating in good faith any comments of the other party (or its advisors) with regard to suchsuch Tax Proceeding.

Contest Provisions. Each of If, subsequent to the Buyer and Closing, Parent or the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of Surviving Corporation receives notice of any pending or threatened audits, assessments, adjustments, or other proceedings a Tax Contest with respect to Taxes any Tax Return for a Pre-Closing Tax Period with respect to which such other party (or such other party’s Affiliates) may be liable hereunder (each Indemnitees claim a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless under this Agreement, then within fifteen (and only 15) days after receipt of such notice, Parent shall notify the Equityholder Representative of such notice; provided, however, that any failure on the part of Parent or the Surviving Corporation to so notify the Equityholder Representative shall not limit any of the obligations of the Indemnitors under Article 10 (except to the extent that) such failure materially prejudices the other party is materially adversely prejudiced as a consequence defense of such failureTax Contest). Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Parent shall have the right to control, conduct, contest, and defend control the conduct of all Tax Matters Contests, including any settlement or compromise thereof, it being understood that reasonable costs and expenses relating to Taxes or the conduct of such Tax Returns Contest constitute indemnifiable Damages pursuant to Section 10.02; provided, however, that (i) Parent shall keep the Equityholder Representative reasonably informed regarding the progress of any Tax Contest, (ii) the Company or any of its Subsidiaries, provided that, the Stockholders’ Equityholder Representative shall be entitled (at its sole cost and expense) (A) have the right to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any such Tax Matter, but only Contest to the extent that such relating to a Pre-Closing Tax Matter pertains solely Period, including having a reasonable opportunity to taxable periods ending comment on or before any written materials prepared in connection with any Tax Contest to the extent relating to a Pre-Closing DateTax Period and attending any conferences relating to any Tax Contest to the extent relating to a Pre-Closing Tax Period, and (Biii) Parent shall not resolve such Tax Contest in a manner that would reasonably be expected to employ counsel have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the Equityholder Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if Parent receives a binding written offer from the relevant Governmental Authority to settle or compromise any such Tax Contest in full which proposed settlement or compromise would not materially and adversely affect Parent (taking into account Parent’s indemnification rights pursuant to this Agreement) but which offer Parent does not accept and, within twenty (20) Business Days of its choice for purposes receiving notification of the foregoing. The Buyer shallterms of such settlement or compromise or, at if earlier, ten (10) Business Days prior to the cost deadline for responding to such proposed settlement or compromise, the Equityholder Representative provides written notice that (1) it would approve such settlement or compromise in full without modification and (2) the Indemnitors would be fully liable for the Damages owed to the Indemnitees as a result of the Stockholders’ Representative (provided that proposed settlement or compromise of such Tax Contest, then the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name indemnification obligation of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request Indemnitors with respect to such Tax Matter, including responding (in writing or otherwise) Contest shall not exceed the amount of indemnification 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. A party in control of a Tax Matter for which the other Indemnitees would have been entitled if such settlement or compromise had been accepted. Each party (or shall bear its own costs for participating in such other party’s Affiliates) Tax Contest, except that Indemnitees may be liable hereunder shall (i) keep entitled to indemnification for their reasonable third-party costs and expenses pursuant to this Agreement. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. In the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts event of any correspondence to conflict or from any Taxing Authority overlap between the provisions of this Section 7.04 and consider in good faith any comments Section 10.06, the provisions of the other party (or its advisors) with regard to suchthis Section 7.04 shall control.

Contest Provisions. Each If, subsequent to the Closing, Parent, the Surviving Corporation or any of the Buyer and the Stockholders’ Representative shall promptly notify its Subsidiaries receives notice of a Tax Contest with respect to any Pre-Closing Tax Period (a “Pre-Closing Tax Claim NoticeContest”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each Indemnified Parties claim a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless under this Agreement, then within thirty (and only 30) Business Days after receipt of such notice, Parent shall notify the Stockholder Representative of such notice; provided, however, that any failure on the part of Parent to so notify the Stockholder Representative shall not limit any of the obligations of the Indemnifying Parties under Article VIII (except to the extent that) such failure materially prejudices the other party is materially adversely prejudiced as a consequence defense of such failureTax Contest). Such The Stockholder Representative shall have the right (but not the obligation) to control the conduct and resolution of any Pre-Closing Tax Claim Notice shall include (i) a description in reasonable detail (Contest to the extent known by such Buyer Indemnified Party (as defined below)) it is solely in respect of the facts constituting the basis for such claim and the amount of the Losses claimeda Pre-Closing Tax Period. With respect to any other Pre-Closing Tax Contest, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Parent shall have the right to control, conduct, contest, control the conduct and defend all resolution of such Tax Matters relating to Taxes or Tax Returns of the Company or any of its SubsidiariesContest, provided that, that (i) Parent shall permit the Stockholders’ Stockholder Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, such Pre-Closing Tax Contest at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and own expense (B) to employ using counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amountown choosing), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide Parent shall keep the Stockholder Representative reasonably informed of all material developments on a timely basis and (iii) Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the other Indemnifying Parties’ indemnification obligations under this Agreement without the Stockholder Representative’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Each party drafts shall bear its own costs for participating in such Tax Contest, except that Indemnified Parties may be entitled to indemnification for their costs pursuant to this Agreement. To the extent of any correspondence to or from any Taxing Authority inconsistency between this Section 6.4 and consider in good faith any comments Section 8.3(g), the provisions of the other party (or its advisors) with regard to suchthis Section 6.4 Shall control.

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”a) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Seller shall have the right to controlcontrol the conduct and resolution of any audit, conductlitigation, contest, and defend all dispute, negotiation, or other proceeding with any Tax Matters relating authority (collectively, the “Tax Contest“) that relates to any Taxes or Tax Returns of the Company or any Subsidiary that Seller could be required to indemnify pursuant to Section 7.01, including, without limitation, by selecting counsel of its Subsidiarieschoice to represent the Company or any Subsidiary, provided thatunless Seller affirmatively elected, in writing and at its sole discretion, not to assert such control (each such proceeding for which a Seller does not make such election, a “Seller Proceeding“); provided, however, that (A) the Stockholders’ Representative applicable Seller shall consult with Purchaser and keep Purchaser informed regarding the progress and any potential compromise or settlement of each Seller Proceeding; (B) Purchaser shall be entitled (to participate at its sole cost own expense in each Seller Proceeding; and expense(C) (A) to participate Seller shall act in the defense good faith in connection with any settlement or compromise of andany such Seller Proceeding, at its option, after providing written notice to the Buyer, take control of the complete defense of, and shall not settle or compromise any Tax Matter, but only such Seller Proceeding to the extent that such Tax Matter pertains solely to settlement could adversely affect Purchaser in any material respect, the Company or its Subsidiaries for a taxable periods year or period ending on or before after the Closing Date, and without Purchaser’s consent (B) not to employ counsel be unreasonably withheld). If Seller fails to assert control of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress Contest within 30 days after receiving notice of such Tax Matter Contest (regardless of whether Seller has affirmatively elected, in writing, not to assert such control as described in the foregoing sentence), Purchaser shall have the right to control such Tax Contest and Seller shall have the right to participate therein; provided, that, Purchaser shall not have the right to settle any such Tax Contest without the prior written consent of Seller (ii) provide to the other party drafts of any correspondence to which shall not be unreasonably withheld, conditioned or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchdelayed).

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other Seller Representative in writing upon receipt by Buyer or the Company of notice of any pending or threatened auditsfederal, assessmentsstate, adjustments, local or foreign income or franchise Tax audits or assessments which may materially affect the Taxes and other proceedings with respect to Taxes Losses of the Company for which such other party Sellers would be required to indemnify Buyer pursuant to Section 7 (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterClaim”), ; provided that a party’s failure to comply with this notice provision shall not affect such partyBuyer’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failurehereunder. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns represent the interests of the Company or in any of its SubsidiariesTax Claim; provided, provided thatthat with respect to any such Tax Claim for which Sellers may have liability under this Agreement, the StockholdersSeller Representative may, at its election, control the disposition of such Tax Claim to the extent Seller Representative acknowledges Sellers’ liability with respect to such Tax Claim and provides collateral reasonably acceptable to Buyer in an amount equal to the maximum amount for which Sellers could be liable with respect to such Tax Claim (as determined by Buyer in its reasonable discretion). In the event the Seller Representative elects to control any Tax Claim pursuant to the terms of this Section 6.1(c), then (i) Buyer shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at any such contest; (ii) Seller Representative shall keep Buyer reasonably informed and consult with the Buyer and its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken tax advisors with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect issue relating to such Tax MatterClaims; (iii) Seller Representative shall provide Buyer with copies of all correspondence, including responding notices and other written materials received from any governmental authority relating to such Tax Claim and shall otherwise keep the Seller Representative and its tax advisors promptly advised of significant developments and significant communications involving representatives shall not be entitled of the governmental authority with respect thereto; (in writing or otherwiseiv) Seller Representative shall provide Buyer with a copy of any written submission to a governmental authority prior to the submission thereof and shall give serious and good faith consideration to any audit inquiry from any Taxing Authority, attending comments or suggested revisions that Buyer or its tax advisors may have with respect thereto; 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliatesiv) may be liable hereunder Seller Representative shall (i) keep the other party fully informed regarding the status and progress of not settle such Tax Matter and (ii) provide to Claim without the other party drafts prior written consent of any correspondence to Buyer, which consent shall not be unreasonably withheld or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchdelayed.

Contest Provisions. Each of If, subsequent to the Buyer and Closing, Parent, the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) Surviving Corporation or the other upon receipt of Surviving Company receives notice of any pending or threatened audits, assessments, adjustments, or other proceedings a Tax Contest with respect to Taxes any Tax Return for a Pre-Closing Tax Period with respect to which such other party (or such other party’s Affiliates) may be liable hereunder (each Indemnitees claim a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless under this Agreement, then within fifteen (and only 15) days after receipt of such notice, Parent shall notify the Securityholder Representative of such notice; provided, however, that any failure on the part of Parent, the Surviving Corporation or the Surviving Company to so notify the Securityholder Representative shall not limit any of the obligations of the Indemnitors under Article 10 (except to the extent that) such failure materially prejudices the other party is materially adversely prejudiced as a consequence defense of such failureTax Contest). Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Parent shall have the right to control, conduct, contest, control the conduct and defend all resolution of such Tax Matters relating Contest; provided that Parent shall permit the Securityholder Representative reasonable participation rights (to Taxes or Tax Returns be exercised at the expense of the Company or any Securityholders), keep the Securityholder Representative reasonably informed of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost all material developments on a timely basis and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that not resolve such Tax Matter pertains solely Contest in a manner that could reasonably be expected to taxable periods ending have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the Securityholder Representative’s written consent, which consent shall not be unreasonably withheld, conditioned, or before delayed. In the Closing Datecase of any conflict between this Section 7.04 and Section 10.07, and (B) to employ counsel this Section 7.04 shall control. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. For the avoidance of its choice for purposes of the foregoing. The Buyer shalldoubt, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses this Section 7.04 shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken not apply with respect to any Tax Matter with respect Contest to which the Stockholders’ Representative has assumed control extent relating to the items set forth on Schedule 1.01(e), and any issues in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect Tax Contest related to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) items may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider settled by Parent in good faith any comments of the other party (or its advisors) with regard to suchsole discretion.

Contest Provisions. Each Promptly after receipt by Group or the Principal ProMed Shareholders of written notice of the Buyer and assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Stockholders’ Representative shall promptly notify 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 a Pre-Closing Tax Period (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterClaim”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) recipient will promptly notify Group or the other party is materially adversely prejudiced Principal ProMed Shareholders, as a consequence of such failureapplicable. Such Tax Claim Notice shall include (i) a description in reasonable detail notice will contain factual information (to the extent known by known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such Buyer Indemnified Party (as defined below)) asserted Tax Claim. The failure of the facts constituting Principal ProMed Shareholders to receive prompt notice from Group as provided in this Agreement will not relieve the basis for Principal ProMed Shareholders of any of his indemnification obligations under this Agreement except to the extent such claim and failure has a material adverse effect on the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled Principal ProMed Shareholders’ ability to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in defend the Tax Claim NoticeClaim. The Buyer shall Principal ProMed Shareholders will have the right to control, conduct, contestrepresent 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 or indemnification obligations, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes (reasonably acceptable to Group) of the foregoing. The Buyer shallPrincipal ProMed Shareholders’ choice at its expense; provided, however, that Group and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the cost 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 adversely affect the Stockholders’ Representative (provided that liability for Taxes of Group or ProMed Pomona for any period after the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from Closing Date without the Reserve Amount), procure all assistance that written consent of Group unless the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide Principal ProMed Shareholders makes adequate provision to the other party drafts satisfaction of Group to indemnify Group against the effects of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchsuch settlement.

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) 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 federal, state, local or foreign Tax audits, assessments, adjustments, examinations or other proceedings with respect to Taxes assessments which would affect the Tax Liabilities for which such other party Seller is liable pursuant to Section 10.01(a) (or such other party’s Affiliates) may be liable hereunder (each a “Pre-Closing Tax MatterContest”); provided, provided however, that a party’s failure to comply with this provide such notice provision shall not affect such party’s right to indemnification void any indemnity hereunder unless (and only except to the extent that) the other party Seller is materially adversely actually prejudiced as a consequence of by such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Seller shall have the right to controlelect, conductwithin thirty (30) days of receipt of written notice, contest, and defend all Tax Matters relating to Taxes or Tax Returns of represent the Company or Acquired Companies’ interests in any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains audit or administrative or court proceeding conducted on a combined, consolidated or unitary basis with Seller or solely relating to taxable periods ending on or before the Closing DateDate the resolution of which is not reasonably expected to affect any Taxes or Tax position in any Tax period beginning on or after the Closing Date and for which Seller is liable pursuant to Section 10.01(a), and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (its expense; provided that Buyer shall have the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and right to participate in any such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken audit or proceeding with respect to any Tax Matter Taxes imposed on the Acquired Companies, the Transferred Assets or the Business (except to the extent that such audit or proceeding is with respect to which the Stockholders’ Representative has assumed control in accordance U.S. federal or state income Taxes imposed or calculated on a combined, consolidated or unitary basis with the immediately preceding sentence. The Seller or any of its Affiliates) and Seller shall (a) keep Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name informed of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request progress of any such audit or proceeding in a timely manner, (b) promptly provide Buyer with respect copies of all material correspondence or other material documents relating to such Tax Matteraudit or proceeding, including responding (c) promptly provide notice to Buyer of any material scheduled meetings (whether telephonic or in writing or otherwiseperson) 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 relating to such audit or lodging proceeding, and (d) not settle any such audit or instituting objectionsproceeding without the prior written consent of Buyer, applicationswhich consent shall not be unreasonably withheld, appeals conditioned or delayed, to the extent such settlement could reasonably be expected to affect any Taxes or Tax position of the Buyer or its Affiliates (including the Acquired Companies) in any Taxable year or period (or portion thereof) ending after the Closing Date. If Seller does not or cannot elect to control a Pre-Closing Tax Contest, Buyer shall control such proceeding and other Litigations Seller shall have the rights of the non-controlling party, mutatis mutandis. In the case of any such audit or proceeding of an Acquired Company for a Straddle Period, Seller shall be entitled to elect to participate at its expense in such audit or proceeding with any Taxing Authority, tribunal respect to the portion of such Straddle Period ending on or court. A party in control of a Tax Matter before the Closing Date for which Seller is liable pursuant to Section 10.01(a). None of Buyer, any of its Affiliates or the other party (Acquired Companies may settle any such audit or such other party’s Affiliates) may be liable hereunder shall (i) keep proceeding with respect to the other party fully informed regarding the status and progress portion of such Tax Matter and (ii) provide audit or proceeding relating to Taxes for which Seller is liable pursuant to Section 10.01(a), without the other party drafts prior written consent of any correspondence Seller, not to be unreasonably withheld, conditioned or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchdelayed.

Contest Provisions. Each (a) The Owner Participant shall notify the Lessee within 30 days of receipt from the Internal Revenue Service of a written proposed or final revenue agent's report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Buyer and Code), in which an adjustment is proposed to the Stockholders’ Representative shall federal income taxes of the Owner Participant for which the Lessee would be required to indemnify the Owner Participant pursuant to this Agreement. The failure of the Owner Participant to promptly notify (a “Tax Claim Notice”) the other upon Lessee pursuant to the preceding sentence shall not relieve the Lessee of its obligation to indemnify the Owner Participant pursuant to this Agreement, except to the extent such failure materially adversely impairs the Lessee's ability to contest such adjustment. If, within 15 days of receipt of notice from the Owner Participant, Lessee requests, in writing, the Owner Participant to do so, the Owner Participant shall contest the proposed adjustment, shall consider in good faith any suggestions made by the Lessee as to the method of any pending or threatened auditspursuing such contest, assessmentsand, adjustmentsprovided the Lessee is complying with its obligations under this Section 7, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”shall not, without the consent of the Lessee, except as provided in this Section 7(a), provided settle such proposed adjustment; PROVIDED, HOWEVER, that a party’s failure to comply with this notice provision the Owner Participant shall not affect be obligated to contest such party’s right to indemnification hereunder adjustment unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) Owner Participant shall have received a description in reasonable detail (written opinion of independent tax counsel selected by the Owner Participant and reasonably acceptable to the extent known by such Buyer Indemnified Party Lessee (as defined below)"Tax Counsel") of that there is a Reasonable Basis for contesting the facts constituting the basis for such claim and matter in question, (ii) the amount of the Losses claimedindemnity potentially payable by Lessee in respect of such adjustment is in excess of $75,000, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) no Event of Default shall have occurred and be continuing (PROVIDED, HOWEVER, that if an Event of Default other than as a demand for result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if the Lessee posts a bond to secure payment of amounts that will fall due in the amount event of Losses set forth an adverse resolution of the controversy), (iv) the Owner Participant has determined, in good faith, that the Tax Claim Notice. The Buyer contest shall not result in a material risk of the loss or forfeiture of the Aircraft (unless the Lessee has provided to the Owner Participant a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to the Owner Participant) or the imposition of criminal penalties and (v) the Lessee shall have acknowledged, in writing, that the right contest is with respect to control, conduct, contest, and defend all Tax Matters relating a liability that is the Lessee's responsibility pursuant to Taxes or Tax Returns this Agreement except that the Lessee shall not be bound by its acknowledgment of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only liability to the extent that such Tax Matter pertains solely the Final Determination articulates conclusions of law and fact that clearly and unambiguously demonstrate that the Lessee is not liable under this Agreement for the contested amounts hereunder. The Owner Participant shall afford Lessee reasonable opportunities to taxable periods ending on consult with Owner Participant and shall keep Lessee reasonably informed regarding communications from the Internal Revenue Service, or before the Closing Datein connection with any judicial proceeding, and (B) the nature of all actions proposed to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and taken to contest such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority proposed adjustment and consider in good faith such requests as the Lessee shall make concerning the most appropriate forum and manner in which to proceed, including (w) the arguments to be made in contesting the proposed adjustment, (x) whether any comments action to contest such proposed adjustment will initially be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment will be contested by resisting payment thereof or by paying the same and seeking a refund thereof and (z) if the Owner Participant shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action will be commenced; but in all cases the Owner Participant shall have ultimate discretion to determine the nature (and forum) of, and shall control the prosecution of, all such actions. The Owner Participant shall, if requested by the Lessee in a timely written request, seek judicial review of any adverse administrative determination and shall, if Tax Counsel is of the opinion that such appeal is more likely than not to prevail, appeal an adverse determination by any judicial court; PROVIDED, HOWEVER, that the Owner Participant shall not be required to appeal, or seek leave to appeal, an adverse determination to the United States Supreme Court. At any time, whether before or after commencing to take the action set forth in this Section 7, the Owner Participant may decline to contest or appeal all or any portion of a proposed adjustment, or may compromise or settle any such proposed adjustment, by notifying the Lessee in writing that the Lessee is relieved of its obligation to indemnify the Owner Participant with respect to such adjustment or such portion, as the case may be; PROVIDED, HOWEVER, that the Lessee shall not be obligated to indemnify the Owner Participant hereunder with respect to any other party Tax Loss for which a successful contest or appeal is foreclosed as a result of the failure to take action with respect to such contest or appeal (or its advisors) the settlement or compromise of such contest or appeal without the consent of the Lessee), and the Owner Participant shall repay to the Lessee such amounts theretofore advanced or paid by the Lessee related to such adjustment, contest or appeal (other than amounts described in the first sentence of Section 7(b)). Notwithstanding the foregoing, if the Owner Participant notifies the Lessee that it does not wish to contest an issue which the Owner Participant has previously contested in accordance with regard this Section 7 and which was resolved adversely to suchthe Owner Participant for an earlier taxable year in a judicial proceeding, then unless the Owner Participant shall have received an opinion of Tax Counsel that as a result of a change in law, it is more likely than not that a contest of the matter in question will be successful, the Owner Participant shall not be required to contest such issue.

Contest Provisions. Each Seller shall represent the Seller Consolidated Group in any federal, state, local or foreign Tax action, suit, investigation, audit, or assessment with respect to Taxes of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon Seller Consolidated Group. Upon receipt by Seller or any of its Affiliates of notice of any pending or threatened auditsfederal, assessmentsstate, adjustmentslocal or foreign Tax action, suit, investigation, audits or assessments related to the Acquired Companies, the Business, or other proceedings the Transferred Assets (a “Business Taxes Audit”), Seller shall promptly notify Buyer in writing. Seller shall have the right to represent the Seller Consolidated Group’s interests in any Business Taxes Audit, and to employ counsel of Seller’s choice at Seller’s expense; provided, that: (i) Seller shall keep Buyer reasonably informed and consult with Buyer with respect to any issue relating to such Business Taxes Audit, and (ii) Seller shall not settle any such Business Taxes Audit without the consent of Buyer (not to be unreasonably withheld, conditioned, or delayed). Buyer shall control all federal, state, local or foreign Tax action, suit, investigation, audit, or assessment with respect to Taxes of the Buyer or any of its Affiliates (including the Acquired Companies). Upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax action, suit, investigation, audits or assessments related to Taxes for which such other party (or such other party’s Affiliates) Seller may be liable hereunder pursuant to this Agreement (each a “Tax MatterIndemnified Taxes Audit”), provided that a party’s failure to comply with this notice provision Buyer shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failurepromptly notify Seller in writing. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contestrepresent the Acquired Companies’ interests in any Indemnified Taxes Audit, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its Buyer’s choice for purposes of the foregoing. The at Buyer’s expense; provided, that: (i) Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses shall keep Seller reasonably informed and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken consult with Seller with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect issue relating to such Tax MatterIndemnified Taxes Audit, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide Buyer shall not settle any such Indemnified Taxes Audit without the consent of Seller (not to the other party drafts of any correspondence to be unreasonably withheld, conditioned, or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchdelayed).

Contest Provisions. Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other Sellers in writing upon receipt by Buyer or any of its Tax Affiliates of notice of any pending or threatened audits, assessments, adjustmentsproposed audit, or other proceedings with respect to Taxes any assessment or claim in any Tax audit or any administrative or judicial proceeding which may materially affect the Tax liabilities of the Companies for which such other party Sellers would be required to indemnify Buyer pursuant to paragraph (or such other party’s Affiliatesa) may be liable hereunder (each a “Tax Matter”)of this Section 7.5; provided, provided however, that a party’s failure to comply with this give such notice provision shall will not affect such party’s Buyer's right to indemnification hereunder unless (and only under this Section 7.5 except to the extent that) the other party is materially adversely that Sellers have been actually prejudiced as a consequence result of such failure. Such In the case of a proposed Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such assessment or claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely relates to taxable periods ending on or before the Closing Date, (A) both Buyer and Sellers may participate in the conduct of the audit or administrative or judicial proceeding involving such assessment or claim (at their own expense) and (B) provided that Sellers have acknowledged in writing their liability to employ counsel indemnify Buyer against the full amount of its choice any adjustment which may be made as a result of such audit or proceeding, Sellers may elect to control (at their expense) the conduct of such audit or proceeding (but only to the extent that such audit or proceeding relates solely to a potential adjustment for purposes which Sellers have acknowledged their liability and the issue underlying the proposed adjustment does not recur for any taxable period ending after the Closing Date). With respect to a proposed tax assessment or claim for which either Sellers (as evidenced by their acknowledgment hereunder) and any Buyer, the Companies or their Affiliates could be liable, or which involves an issue that recurs for any period ending after the Closing Date (whether or not the subject of audit at such time), (A) both Buyer and the Sellers may participate in the audit, administrative or judicial proceeding involving such assessment or claim (at their own expense), and (B) the audit or proceeding shall be controlled by that party which would bear the burden of the foregoing. The Buyer shall, at the cost greater portion of the Stockholders’ Representative sum of the assessment or claim and any corresponding adjustments that may reasonably be anticipated for future taxable periods. In the case of any Tax audit or administrative or judicial proceeding governed by this paragraph (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amountc), procure all assistance the controlling party shall have the authority to settle or compromise any proposed Tax claim or assessment, provided however that the Stockholders’ Representative may reasonably require in relation neither Buyer nor Sellers shall enter into any compromise or agree to settle any action taken with respect claim or assessment pursuant to any Tax Matter with respect to audit or administrative or judicial proceeding which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which would adversely affect the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep without the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments written consent of the other party (or its advisors) with regard to suchparty, which consent may not be unreasonably withheld.

Contest Provisions. Each of Subject to the Buyer cooperation provisions in Section 4.2 and Article V hereof and to this Section 4.3, Torchmark shall have full responsibility and discretion in the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of notice handling of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken controversy with respect to any Tax Matter with respect Return which Torchmark is required to which file or cause to be filed hereunder, including, without limitation, an audit, a protest to the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name Appeals Division of the Surviving Corporation IRS, other administrative appeals, and its Subsidiaries as litigation in Tax Court or any other court of competent jurisdiction (a "Tax Controversy"). In the Stockholders’ Representative may reasonably request event a Tax Controversy involves items that could give rise to a payment of Tax for which WRFI would be liable or a refund of Tax for which WRFI would be entitled hereunder (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 (a "Torchmark Item"), then Torchmark shall advise and consult with WRFI with respect to such Tax MatterControversy and any proposed settlement thereof which affects the WRFI Items, including responding and shall not settle any WRFI Item without WRFI's consent (which may not be unreasonably withheld). WRFI and its representatives, at WRFI's expense, shall be entitled to participate in writing or otherwise) to any audit inquiry from any Taxing Authority, attending and conducting interviewsall conferences, meetings, discussions and negotiations or proceedings with any Taxing Tax Authority, negotiating the subject matter of which includes or affects any WRFI Item, and concluding compromisesshall be entitled to participate in all appearances before any court, agreements the subject matter of which includes or affects any WRFI Item. The right to participate shall include, without limitation, discretion to control the content of documentation, protests, memoranda of fact and settlements law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact 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 courtrespect to the WRFI Items. A party in control of In the event a Tax Matter for which Controversy involves only WRFI Items, and has no affect on Torchmark Items, then upon request by WRFI, WRFI shall have full responsibility and discretion in the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress handling, at WRFI's expense, of such Tax Matter Controversy with Torchmark's cooperation as set forth in Section 4.2 and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchArticle V hereof.

Contest Provisions. Each of the Buyer The General Partner and the Stockholders’ Representative Representative, on the one hand, and Parent, the Surviving Entity and its Subsidiaries, on the other hand, shall promptly notify (a “Tax Claim Notice”) the each other upon receipt by such Party of written notice of any pending or threatened auditsinquiries, claims, assessments, adjustmentsaudits, proceedings or other proceedings similar events with respect to Taxes for which relating to a Pre-Closing Tax Period (any such other party (inquiry, claim assessment, audit, proceeding or such other party’s Affiliates) may be liable hereunder (each similar event, a “Tax MatterContest”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Sellers shall have the right to controlcontrol the conduct and resolution of such Tax Contest; provided, conducthowever, contest, that Sellers shall keep Parent informed of all developments on a timely basis and defend all Tax Matters relating to Taxes or Tax Returns of shall provide Parent with the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) right to participate in the defense of such Tax Contest, subject to Sellers’ ultimate control over such Tax Contest; and, at its optionprovided further, after providing written notice to the Buyer, take control that if any of the complete defense of, any Tax Matter, but only to the extent that issues raised in such Tax Matter pertains solely Contest could reasonably be expected to taxable periods ending have a materially adverse impact on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name Taxes of the Surviving Corporation Entity and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to for a Post-Closing Tax Period, then Sellers shall not affect any settlement or compromise of such Tax MatterContest without obtaining Parent’s prior written consent, including responding (in writing which consent shall not be unreasonably withheld, conditioned or otherwise) delayed. If Sellers have the right to any audit inquiry from any Taxing Authority, attending control the conduct 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. A party in control resolution of a Tax Matter for which the other party Contest but elect in writing not to do so within fifteen (or such other party’s Affiliates15) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress Business Days of receiving notice of such Tax Matter Contest, then Parent shall have the right to control the conduct and (ii) resolution of such Tax Contest; provided, however, that Parent shall keep the Representative informed of all developments on a timely basis and shall provide the Representative with the right to participate in such Tax Contest, subject to Parent’s ultimate control over such Tax Contest, provided, further, that Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on Sellers’ liabilities for Taxes without the other party drafts of Representative’s prior written consent. Each Party shall bear its own costs and expenses for participating in any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchTax Contest.

Contest Provisions. Each of the Buyer and the StockholdersThe Sellers’ Representative shall promptly notify (a “Tax Claim Notice”) the other Buyer in writing upon receipt by the Sellers’ Representative, and the Buyer shall promptly notify the Sellers’ Representative in writing upon receipt by the Buyer, any of its Affiliates, or the Companies, of notice of any pending or threatened federal, state, local or foreign Tax audits, assessments, adjustments, examinations or other proceedings with respect to Taxes assessments which might affect the Tax liabilities of the Companies or any Seller for which such other party the Pre-Closing Tax Period (or such other party’s Affiliates) may be liable hereunder (each a “Tax MatterProceeding”); provided, provided however, that a party’s failure to comply with this provide notice provision of a Tax Proceeding shall not affect such party’s right relieve any party of its obligations pursuant to indemnification hereunder unless (and only this Agreement except to the extent that) the other such party is was materially adversely prejudiced as a consequence of by such failure. Such Tax Claim Notice The Buyer shall include (i) a description in reasonable detail (to afford the extent known by such Buyer Indemnified Party (as defined below)) Sellers’ Representative, on behalf of the facts constituting Sellers, at the basis for such claim and Sellers’ expense, the amount opportunity to control the conduct of any Tax Proceeding relating solely to a Pre-Closing Tax Period; provided, that the Buyer shall have, at the expense of the Losses claimedBuyer, the opportunity to reasonably participate in any such Tax Proceeding relating to a Pre-Closing Tax Period if known and quantifiablesuch Tax Proceeding (or the outcome of such Tax Proceeding) could reasonably be expected to affect or have an impact on the Buyer, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation an Affiliate of the basis therefor and (iii) a demand for payment in Buyer, or any of the amount of Losses set forth in Companies on or after the Tax Claim NoticeClosing Date. The Buyer (and any Affiliate of the Buyer), at the expense of the Buyer, shall have the right to controlcontrol the conduct of any pending or threatened federal, conductstate, contestlocal or foreign Tax audits, and defend all Tax Matters examinations or assessments relating to Taxes or a Straddle Period that might affect the Tax Returns liabilities of any Company, the Company Buyer, or any Affiliate of its SubsidiariesBuyer; provided, provided that, that the StockholdersSellers’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shallhave, at the cost expense of the StockholdersSellers, the opportunity to reasonably participate in any such audits, examinations or assessments relating to a Straddle Period if such audits, examinations or assessments (or the outcome of such audits, examinations or assessments) could reasonably be expected to have an adverse impact on the Sellers. Neither the Buyer nor the Sellers’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and shall settle, compromise or concede any such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken Tax Proceeding with respect to a Pre-Closing Tax Period or any Tax Matter audits, examinations or assessments with respect to which a Straddle Period without the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name written consent of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to other, which such Tax Matterwritten consent shall not be unreasonably withheld, including responding (in writing delayed 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchconditioned.

Contest Provisions. Each If, subsequent to the Closing, Buyer or any Acquired Company receives notice of a Tax Proceeding with respect to any Tax Return for a Pre-Closing Tax Period for which the Selling Securityholders are or may be required to indemnify the Buyer or any Acquired Company pursuant to this Agreement, then within 20 days after receipt of such notice, the Buyer shall notify in writing the Securityholders' Representatives of such notice; provided, that the failure of the Buyer and or any Acquired Company to so notify the Stockholders’ Securityholders' Representative shall promptly notify (a “Tax Claim Notice”) not relieve the other upon receipt of notice Selling Securityholders of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable indemnification obligation hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only except to the extent that) that the other party is materially adversely prejudiced as a consequence defense of such failureTax Proceeding is prejudiced by the failure to give such notice. Such The Securityholders' Representatives shall have the right to control the conduct and resolution of such Tax Claim Notice shall include Proceeding, PROVIDED, HOWEVER, that if any of the issues raised in such Tax Proceeding could have an impact on Taxes of any Acquired Company for a Post-Closing Tax Period, then (i) a description the Buyer shall have the opportunity to control jointly the conduct and resolution of only the portion of such Tax Proceeding which could have an impact on Taxes of any Acquired Company in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim any Post-Closing Tax Period and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that the Securityholders' Representatives shall not enter into any settlement of or otherwise compromise any such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation Tax Proceeding without the prior written consent of the basis therefor Buyer; and (iii) a demand PROVIDED, FURTHER, that if the Selling Securityholders are not reasonably expected to fully indemnify Buyer pursuant to this Agreement for payment any losses arising from such Tax Proceeding, then the Securityholders' Representatives shall afford Buyer the opportunity to control jointly the conduct and resolution of such Tax Proceeding. If the Securityholders' Representatives shall have the right to control the conduct and resolution of such Tax Proceeding but elect in the amount writing not to do so within ten days of Losses set forth in the receiving notice of such Tax Claim Notice. The Proceeding, then Buyer shall have the right to control, conduct, contest, control the conduct and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress resolution of such Tax Matter Proceeding, PROVIDED, THAT, Buyer shall keep the Securityholders' Representatives informed of all developments on a timely basis and (ii) provide Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the other indemnifying parties' indemnification obligations under this Agreement without Securityholders' Representatives written consent, which shall not be unreasonably withheld, conditioned or delayed. Each party drafts of any correspondence to or from any Taxing Authority and consider shall bear its own costs for participating in good faith any comments of the other party (or its advisors) with regard to suchsuch Tax Proceeding.

Contest Provisions. Each Whenever Buyer becomes aware of the existence of an issue raised by any taxing authority which could reasonably be expected to result in a determination that would require an indemnity payment under this Agreement (an "Indemnity Issue"), Buyer shall in good faith promptly give notice to Parent of such Indemnity Issue. The failure of Buyer to give such notice shall not relieve Parent of its obligations under this Agreement except to the extent Parent is actually materially prejudiced by such failure to give notice. Parent and its Affiliates, at Parent's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. Buyer shall control all audits and similar proceedings; provided, however, Buyer shall take such reasonable action in contesting an Indemnity Issue as Parent shall reasonably request in writing from time to time, including the selection of counsel and experts and the Stockholders’ Representative execution of powers of attorney; provided that (i) within fifteen days after the notice required by this Section 3 has been delivered, Parent requests that such claim be contested; (ii) prior to taking such action, Parent shall promptly notify have furnished Buyer with an opinion of Dechert (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings national law or accounting firm of recognized standing chosen by Parent and reasonably acceptable to Buyer) to the effect that there exists "substantial authority" within the meaning of Code Section 6662 for the position to be asserted by Buyer in contesting the Indemnity Issue; (iii) prior to taking such action Parent shall have acknowledged in writing its obligation to indemnify Buyer hereunder in the event Buyer does not prevail in such contest with respect to the Indemnity Issue and Parent shall have agreed to indemnify and reimburse (and shall indemnify and reimburse) Buyer, on demand from time to time, all costs, fees and expenses that the Buyer Group may reasonably incur in connection with contesting such Indemnity Issue, including, without limitation, (A) reasonable attorneys' and accountants' fees and disbursements and (B) the amount of any interest, penalties or additions to tax indemnified hereunder that may ultimately be payable as a result of contesting such Indemnity Issue; (iv) such action would not likely increase the amount of Taxes payable by the Buyer Group for which Parent is not obligated to indemnify the Buyer Group; and (v) if the Buyer Group is requested by Parent to pay the Tax claimed and xxx for a refund, or if the Indemnity Issue is otherwise paid, Parent shall have advanced to the Buyer Group, on an interest-free basis, the amount of such other party claim. In the event any of the above conditions is or becomes unsatisfied (x) the Buyer Group may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such other party’s Affiliates) Indemnity Issue in any manner it may be liable hereunder deem appropriate (each a “Tax Matter”and the Buyer Group need not consult with, or obtain any consent from, Parent in connection therewith), (y) Parent will reimburse the Buyer Group promptly and periodically for the costs of defending against such Indemnity Issue (including reasonable attorneys' fees and expenses), and (z) Parent will remain responsible for any Taxes and other liabilities the Buyer Group may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnity Issue to the fullest extent provided that a party’s failure in this Agreement. If Parent shall have requested the Buyer Group to comply contest an adjustment and have complied with this notice provision each of the terms and conditions set forth above, the Buyer Group shall not affect such party’s right settle or compromise any adjustment for which indemnity is sought hereunder without the written consent of Parent (which consent shall not be unreasonably withheld) unless it simultaneously releases Parent from its obligations to indemnification hereunder unless (indemnify and only reimburse the Buyer Group with respect to the extent that) issues so settled or compromised, and in the other party is materially adversely prejudiced event that the Buyer Group concludes such a settlement or compromise without Parent's written consent, Parent shall be deemed conclusively to have been so released. If Parent shall be willing to accept any settlement proposed by any taxing authority with respect to an Indemnity Issue as to which Parent has an indemnity obligation hereunder, but the Buyer Group refuses to approve such settlement, Parent's obligations to indemnify the Buyer Group with respect to such issue shall thereafter be limited in amount to the amount Parent would have been required to pay pursuant to such settlement. The Buyer Group shall cooperate with Parent in order to contest effectively any Indemnity Issue. If Parent shall have requested Buyer to contest any Indemnity Issue as above provided and shall have duly complied with all terms of this Section 3, Parent's liability with respect to such indemnity obligation as a consequence of such failureIndemnity Issue shall become fixed upon a Final Determination of the liability of Buyer for the Tax claimed, and Parent shall, within five days of such final determination, pay to Buyer the full amount due hereunder. Such Tax Claim Notice For purposes of this agreement, a "Final Determination" shall include be deemed to occur when (i) there is a description in reasonable detail (decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final, I.E., all allowable appeals have been exhausted by either party to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiableaction, (ii) there is a statement that such Buyer Indemnified Party is entitled to indemnification closing agreement under Code Section 8.3 and a reasonable explanation of the basis therefor and 7121 or (iii) the time for instituting a demand claim for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to controlrefund has expired, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided thatif a claim was filed, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its choice time for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken instituting suit with respect to any Tax Matter with respect to which the Stockholders’ Representative thereto has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchexpired.

Contest Provisions. Each of the Buyer Centennial Bank and the Stockholders’ Representative Acquiror shall promptly notify (a “Tax Claim Notice”) the other LFG in writing upon receipt by Centennial Bank, or any of its Affiliates, of notice of any pending or threatened auditsfederal, assessmentsstate, adjustments, local or other proceedings with respect to Taxes foreign income or franchise Tax audits or assessments which may materially affect the Tax liabilities of Centennial Bank for which such other party LFG would be required to indemnify Centennial Bank pursuant to paragraph (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”a), provided that a party’s failure to comply with this notice provision shall not affect such partyCentennial Bank’s right to indemnification hereunder unless (and only to the extent that) the other party LFG is materially adversely prejudiced as a consequence of such failurethereby. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer LFG shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (participate at its sole cost and expense) (A) to participate LFG’s expense in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely audit or administrative or court proceeding relating to taxable periods (or portions thereof) ending on or before the Closing DateDate and, with the written consent of Centennial Bank, and (B) to employ counsel at LFG’s sole expense, may assume the entire of its choice for purposes of the foregoingsuch defense. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses LFG shall be paid first from entitled to participate at LFG’s expense in the Reserve Amount)defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by LFG pursuant to paragraph (a) and, procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that written consent of Centennial Bank and at LFG’s sole expense, may assume the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress entire defense of such Tax Matter and claim. Centennial Bank may not agree to settle any Tax claim which may be the subject of indemnification by LFG under paragraph (iia) provide to without the other party drafts prior written consent of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party LFG, which consent shall not be unreasonably withheld. LFG shall allow Centennial Bank (or its advisorssuccessor, Acquiror) with regard and its counsel to suchparticipate at Centennial Bank’s expense in any audit of LFG’s consolidated federal income Tax Returns to the extent that such audit of such income Tax Returns relate to Centennial Bank. LGF shall not settle any such audit in a manner without the prior written consent of Acquiror, which consent shall not be unreasonably withheld, if and to the extent such settlement would result in additional Tax liability of the Sole Stockholder or Centennial Bank which may be payable by Acquiror or if and to the extent such settlement would materially adversely affect the Tax attributes of Centennial Bank (or its successor, Acquiror) after the Closing Date.

Contest Provisions. Each If, subsequent to the Closing, Parent or the Surviving Corporation receives notice of the Buyer and the Stockholders’ Representative shall promptly notify a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Tax Claim NoticePre-Closing Return”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each Indemnitees claim a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless under this Agreement, then within 15 days after receipt of such notice, Parent shall provide the Stockholder Representative with a copy of such notice; provided, however, that any failure on the part of Parent or the Surviving Corporation to do so shall not limit any of the obligations of the Indemnitors under Article 10 (and only except to the extent that) such failure actually prejudices the other party is materially adversely prejudiced as a consequence defense of such failureTax Contest). Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer Parent shall have the right to controlcontrol the conduct and resolution of such Tax Contest, conductprovided (a) that Parent shall keep the Stockholder Representative reasonably informed of all material developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the Stockholder Representative’s written consent, contestwhich consent shall not be unreasonably withheld and (b) that the Stockholder Representative may participate, through counsel chosen by the Stockholder Representative and defend all Tax Matters relating to Taxes or Tax Returns at its own expense (on behalf of the Company or any of its SubsidiariesEquityholders), provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on or before the Closing DateContest, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and in any such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder case Parent shall (i) keep consult with the other party fully informed regarding Stockholder Representative, and furnish such records, information and testimony, as may be reasonably requested by the status and progress of such Tax Matter and Stockholder Representative in connection therewith, (ii) provide the Stockholder Representative with a reasonable opportunity, subject to applicable filing deadlines, to comment on any material filing relating to such Claim prior to making such filing and (iii) permit the Stockholder Representative and its counsel to attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Stockholder Representative in connection therewith (and the Stockholder Representative shall provide reasonable advance notice of such matters to Parent so as to facilitate such right to attend). “Tax Contest” means any audit, other party drafts of any correspondence administrative proceeding or inquiry or judicial proceeding involving Taxes. With respect to or from any Taxing Authority Tax Contests, this Section 7.04 shall govern and consider in good faith any comments of the other party (or its advisors) with regard to suchSection 10.06 shall not apply.

Contest Provisions. Each of Buyer shall notify the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other Selling Parties in writing upon receipt by Buyer or, after the Closing Date, the Company of notice of any pending or threatened auditsfederal, assessmentsstate, adjustments, local or other proceedings with respect to Taxes foreign Tax audits or assessments which may materially affect the Tax liabilities of the Company for which such other party (or such other party’s Affiliates) may the Selling Parties would be liable hereunder (each a “Tax Matter”required to indemnify Buyer Indemnified Parties pursuant to Section 7.1(a)(i); provided, provided that a party’s failure to comply with this notice provision shall not affect such partyBuyer’s right to indemnification hereunder unless (and only except to the extent that) such failure materially impairs the other party is materially adversely prejudiced as a consequence of Selling Parties’ ability to contest any such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Noticeliabilities. The Buyer Selling Parties shall have the sole right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of represent the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate Company’s interests in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matter, but only to the extent that such Tax Matter pertains audit or administrative or court proceeding which relates solely to taxable periods ending on or before the Closing Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of the Selling Parties 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 any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to employ counsel of its choice for purposes of defend the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken Company with respect to any issue arising in connection with any Tax Matter with respect audit or administrative or court proceeding to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The extent Buyer shall procure such evidence that the Stockholders’ Representative is authorized have agreed in writing to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request forego any indemnification under this Agreement with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter issue and (iiC) provide nothing herein shall be construed to impose on Buyer any obligation to defend the other party drafts of Company in any correspondence to Tax audit or from any Taxing Authority and consider in good faith any comments of the other party (administrative or its advisors) with regard to suchcourt proceeding.

Contest Provisions. Each of the Buyer Purchasers’ Representative and the StockholdersSellers’ Representative shall promptly notify (a “Tax Claim Notice”) the other in writing upon receipt of notice of any pending or threatened audits, assessments, adjustments, audits or other proceedings assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”)hereunder, provided provided, however, that a party’s the failure to comply with this give such notice provision shall not affect such partyrelease the Indemnifying Party’s right to indemnification hereunder unless (and only obligations under this Article VII except to the extent that) such failure prejudices the defenses or other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (rights available to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim NoticeIndemnifying Party. The Buyer shall have the right to controlSellers’ Representative, conductat its own expense, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax Matteraudit or administrative or court proceeding relating to Taxes for which it may be liable, but only to the extent that such Tax Matter pertains solely to taxable periods ending on including any settlement or before the Closing Dateother disposition thereof, and (B) to employ counsel of its choice for purposes at its expense provided, however, that the Sellers’ Representative must, to the extent doing so is reasonably practicable, inform the Purchasers’ Representative before taking any material action with respect to the conduct of such Tax audit or other proceeding. Notwithstanding the foregoing, if the Purchasers’ Representative reasonably determines that such Tax audit or other proceeding could have a material adverse impact on the Taxes of any member of the foregoingPurchasers’ Group in a taxable period or portion thereof beginning after the Closing Date or otherwise materially adversely affect any member of the Purchasers’ Group, (i) the Sellers’ Representative shall not settle such Tax audit or other proceeding without the consent of the Purchasers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the Purchasers’ Representative, at its own expense, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax audit or other proceeding. The Buyer shallPurchasers’ Representative must, at the cost of the StockholdersSellers’ Representative (provided that the StockholdersSellers’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amountexpenses), procure all assistance that the StockholdersSellers’ Representative may reasonably require in relation to any action taken with in respect to any Tax Matter with respect to which the Stockholdersof such audit or assessment. The Purchasers’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall must procure such evidence that the StockholdersSellers’ Representative (or its designated Affiliate) is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries relevant Target Company as the StockholdersSellers’ Representative may reasonably request with require in respect to of such Tax Matteraudit or assessment, including responding (in writing or otherwise) to any audit inquiry from any Taxing Tax Authority, attending and conducting interviews, meetings, discussions and negotiations with any Taxing Tax Authority, negotiating and concluding compromises, agreements and settlements with any Taxing Tax Authority, lodging requests for ruling, opinions or determinations with any Taxing Tax Authority or lodging or instituting objections, applications, appeals and other Litigations litigations with any Taxing Tax Authority, tribunal or court. A Neither party in control of a Tax Matter may agree to settle any claim for Taxes for which the other party may be liable (or including under Section 7.1 and Section 7.2 of this Agreement) without the prior written consent of such other party’s Affiliates) may , which consent shall not be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to unreasonably withheld, conditioned or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchdelayed.

Contest Provisions. Each (i) In the event the Buyer, the Company or any Subsidiary of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of Company receives notice of any pending or threatened auditsTax audit, assessments, adjustments, assessment or other proceedings dispute concerning Taxes with respect to Taxes for which the Seller may incur liability pursuant to the indemnifications provisions of Section 11.2(a) (any such audit, assessment or other party (or such other party’s Affiliates) may be liable hereunder (each dispute, a “Tax MatterContest”), the Buyer shall notify the Seller promptly of such Contest pursuant to a Notice of Claim; provided that a party’s failure of the Buyer to comply with this notice provision shall not affect such partythe Buyer’s right to indemnification hereunder pursuant to this Article XI unless (and only to the extent that) the other party is such failure materially adversely prejudiced as affects the ability of the Seller to challenge such Contest. In the event the Seller or any of its Affiliates receives notice of any pending or threatened Tax audit, assessment or other dispute concerning Taxes with respect to THC in respect of taxable periods during which Tinc and THC were members of the same affiliated, consolidated, combined, unitary or aggregate group (any such audit, assessment or other dispute, a consequence “THC Tax Contest”), the Seller shall notify the Buyer promptly of such failure. Such THC Tax Claim Contest pursuant to a Notice shall include (i) a description in reasonable detail (to the extent known by such Buyer Indemnified Party (as defined below)) of the facts constituting the basis for such claim and the amount of the Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim NoticeClaim. The Buyer shall have the right to controlparticipate (at its own expense) in any such THC Tax Contest. Seller shall keep the Buyer reasonably informed of the details and status of such THC Tax Contest (including providing the Buyer with copies of all written correspondence regarding such THC Tax Contest). Notwithstanding the foregoing, conductthe Seller shall not be entitled to settle, contesteither administratively or after the commencement of litigation, and defend all any such THC Tax Matters relating to Contest that would increase the liability for Taxes of the Buyer or Tax Returns of the Company or any of its Subsidiaries, provided that, Subsidiaries for any period without the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense prior written consent of and, at its option, after providing written notice to the Buyer, take control of the complete defense ofwhich consent shall not be unreasonably conditioned, any Tax Matter, but only to the extent that such Tax Matter pertains solely to taxable periods ending on withheld or before the Closing Date, and (B) to employ counsel of its choice for purposes of the foregoing. The Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Matter, 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. A party in control of a Tax Matter for which the other party (or such other party’s Affiliates) may be liable hereunder shall (i) keep the other party fully informed regarding the status and progress of such Tax Matter and (ii) provide to the other party drafts of any correspondence to or from any Taxing Authority and consider in good faith any comments of the other party (or its advisors) with regard to suchdelayed.