Common use of Contest Provisions Clause in Contracts

Contest Provisions. Promptly after receipt by the Purchaser or Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its affiliates or the Purchaser or Seller Group Subsidiaries of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company income or any franchise tax audits or assessments which may materially affect the tax liabilities of its assets (“Tax Authority”) relating the Group Subsidiaries for which Seller would be required to Taxes of Company with respect indemnify Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 8.2(i), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s Group Subsidiaries' interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of Purchaser or the Group Subsidiaries for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld. Seller shall be entitled to participate at its expense in the Purchaserdefense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 8.2(i). Purchaser may not agree to settle any tax claim for the portion of the year or period ending on or prior to the Closing Date which may be the subject of indemnification by Seller under Section 8.2(i) without the prior written consent of Seller, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its affiliates or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating the Subsidiary for which Seller would be required to Taxes of Company with respect indemnify Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 5.2(a), the recipient will promptly notify the Purchaser or Seller, as applicableprovided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will shall have the sole right to represent the Company’s 's and the Subsidiary's interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of any of the Purchaser, the Company or the Subsidiary for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which . Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of the Purchaser to indemnify extent that Seller has indemnified the Purchaser against the effects of any such settlement. In order Seller shall be entitled to allow participate at its expense in the defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller pursuant to respond to a Section 5.2(a) and, with the written consent of Purchaser, and at its sole expense, may assume the entire defense of such Tax Claim involving any Company/Seller Tax Periodclaim. None of Purchaser, the Purchaser agrees Company or the Subsidiary may agree to allow Seller reasonable access to settle any Tax claim for the books and records portion of the Company for periods year or period ending on or before the Closing DateDate which may be the subject of indemnification by Seller under Section 5.2(a) without the prior written consent of Seller, which consent shall not be unreasonably withheld.

Contest Provisions. Promptly after receipt by (a) In the Purchaser event (i) Buyer or Seller of written its Affiliates or (ii) Sellers receive notice of the assertion any pending or commencement of any claim, audit, examination threatened Tax audits or assessments or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to disputes concerning Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”)which the other party may incur Liability under this Article, the recipient will party in receipt of such notice shall promptly notify the Purchaser or Sellerother party of such matter in writing, as applicable. Such notice will contain factual information (provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless and to the extent knownthe other party is actually damaged thereby. (b) 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 asserted Tax Claim. The Seller will Sellers shall have the right to represent the Company’s interests of the Subject Companies in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability period for Taxes or indemnification obligationswhich Sellers may be liable under Section 7.02(a)(i) and (ii), and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, provided that the Purchaser Sellers shall provide prompt notice to Buyer of any substantive meeting or telephone conference with any taxing authority with respect to such matters and their representatives will be permitted, Buyer shall have the right to participate at their expense, to be present at its expense in any such audit meeting or proceedingconference. Notwithstanding the foregoing, Seller will the Sellers shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability Liability for Taxes of any of the Purchaser, Buyer or the Company Subject Companies without the prior written consent of the PurchaserBuyer, which consent shall not be unreasonably withheld, unless except that this sentence shall not apply to matters Previously Disclosed as it relates to Section 7.01(c) and with respect to matters relating to net operating losses, built-in losses or other tax attributes that would otherwise carry forward to Buyer. The Buyer shall have the Seller makes adequate provision sole right to represent the satisfaction interests of the Purchaser Subject Companies in all Tax audits and administrative and court proceedings (other than those referred to indemnify in the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records first sentence of the Company paragraph) and to employ counsel of its choice at its expense for periods on or before those years commencing after the Closing Date.

Contest Provisions. Promptly after Purchaser shall promptly notify the Members in writing upon receipt by the Purchaser or Seller Purchaser, any of written its Affiliates of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating for which the Members would be required to Taxes of Company with respect indemnify the Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 5.09(a), provided that failure to comply with this provision shall not affect the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (Purchaser’s right to the extent 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 asserted Tax Claimindemnification hereunder. The Seller will Members shall have the sole right to represent the Company’s interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will the Members shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of the Purchaser or the Company for any of period after the PurchaserClosing Date to any extent (including, but not limited to, the Company 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 the Purchaser, which . Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of extent that the Purchaser to indemnify Members have indemnified the Purchaser against the effects of any such settlement. In order The Members shall be entitled to allow participate at their own expense in the Seller defense of any claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by the Members pursuant to respond to a Tax Claim involving any Company/Seller Tax PeriodSection 5.09(a) and, with the Purchaser agrees to allow Seller reasonable access to the books and records written consent of the Purchaser, and at its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company may agree to settle any tax claim for periods the portion of the year or period ending on or before the Closing DateDate which may be the subject of indemnification by the Members under Section 5.09(a) without the prior written consent of the Members, which consent shall not be unreasonably withheld.

Contest Provisions. Promptly after receipt by (a) In the event (i) Seller or its Affiliates or (ii) Purchaser or Seller of written its Affiliates receive notice of the assertion any pending or commencement of any claim, audit, examination threatened Tax audits or assessments or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to disputes concerning Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”)which the other party may incur liability under this Article IX, the recipient will party in receipt of such notice shall promptly notify the Purchaser other party of such matter in writing, provided that failure to comply with this provision will not affect a party’s right to indemnification hereunder unless such failure materially adversely affects the other party’s ability to defend or Seller, as applicable. Such notice will contain factual information challenge such Tax audits or assessments. (to the extent knownb) 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 asserted Tax Claim. The Seller will shall have the sole right at its own expense to represent the Company’s interests of the Companies in any Tax audit or administrative or court proceeding Legal Proceedings relating to any Company/Seller Tax Period as to for any issues that could materially affect taxable period ending on or before the Seller’s liability for Taxes or indemnification obligations, Reference Date and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, provided that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will shall not be able entitled to settle, either administratively or after the commencement of litigationLegal Proceedings, any claim for regarding Taxes that would adversely affect the liability of Purchaser for any Taxes of for which it is liable under Section 9.1(b) or which could adversely affect any of the Companies for any portion of a Straddle Period beginning after the Reference Date or any Tax period beginning after the Reference Date, without Purchaser, the Company without the ’s prior written consent of the Purchaserconsent, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision withheld and shall not be required to the satisfaction of the Purchaser extent that Seller has indemnified Purchaser, to indemnify the Purchaser Purchaser’s reasonable satisfaction, against the effects of any such settlement. In order Purchaser shall have the sole right at its own expense to allow represent the interests of the Companies in any Tax audit or Legal Proceedings relating to any Tax for any taxable period beginning after the Reference Date and to employ counsel of its choice at its expense, provided that Purchaser shall not be entitled to settle, either administratively or after the commencement of Legal Proceedings, any claim regarding Taxes that would adversely affect the liability of Seller for any Taxes for which it is liable under Section 9.1(a) or which could adversely affect any of the Companies for any portion of a Straddle Period beginning before the Reference Date or any Tax period ending before the Reference Date, without Seller’s prior written consent, which consent shall not be unreasonably withheld and shall not be required to respond the extent that Purchaser has indemnified Seller, to Seller’s reasonable satisfaction, against the effects of such settlement Except with respect to any Tax audit or Legal Proceedings relating to a consolidated, unitary or combined income Tax Claim involving Return of Seller which includes the operation of any Company/of the Companies, Seller and Purchaser shall jointly represent (at their joint expense) the interests of the Companies in any Tax audit or Legal Proceedings relating to any Taxes for any Straddle Period. Neither party shall be entitled to settle, either administratively or after the commencement of Legal Proceedings, any claim regarding such Taxes without the prior written consent of the other party, which consent shall not be unreasonable withheld. If, however, a settlement is offered by the relevant taxing authority on terms acceptable to one of the parties, but not acceptable to the other party, such other party may continue to pursue such contest under its control and its expense, provided that the first party’s indemnity obligation with respect to such Taxes shall be limited to the amount it would have had to pay had the proposed settlement been accepted when offered. With respect to any proceedings regarding Taxes for which Seller is liable under Section 9.1(a) or for which Purchaser is liable under Section 9.1(b)(ii), the Purchaser agrees party without the right to allow Seller reasonable access to control the books and records of Legal Proceedings may participate in the Company for periods on or before the Closing DateLegal Proceedings at its own expense.

Contest Provisions. Promptly after Parent shall promptly notify the Stockholders’ Representative in writing upon receipt by the Purchaser Parent or Seller any of written its Affiliates or Phoenix or any of its Subsidiaries of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Tax audits or assessments which may materially affect the Tax Liabilities of Phoenix or any of its assets (“Tax Authority”) relating Subsidiaries for which the Stockholders who hold Non-Plan Shares and Optionholders would be required to Taxes of Company with respect indemnify Parent pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 6.9(a), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (provided that failure to comply with this provision shall not affect Parent’s right to indemnification hereunder except to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies such Stockholders have been materially prejudiced as a result of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claimfailure. The Seller will Stockholders’ Representative shall have the right to represent the Company’s Phoenix or any of its Subsidiaries’ interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will the Stockholders’ Representative shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes attributable to Phoenix or any of its Subsidiaries for any period after the Closing Date to any extent (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any of the Purchaseramortization or depreciation periods, the Company denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which Parent. Such consent shall not be unreasonably withheld, unless the Seller makes adequate provision and shall not be necessary to the satisfaction of extent that the Purchaser to indemnify the Purchaser Stockholders have indemnified Parent against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after receipt by the Purchaser Buyer or any Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) Authority relating to Taxes of the Company with respect to a Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will shall promptly notify the Purchaser Buyer or Sellerthe Sellers, as applicable. Such notice will shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will shall include copies of any notice or other document received from any Taxing Authority taxing authority in respect of any such asserted Tax Claim. The Seller will Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserBuyer) of the Seller’s Sellers’ choice at its expense; provided, however, that the Purchaser Buyer and their representatives will its Representatives shall be permitted, at their expense, to be present at any such audit or proceedingproceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. Notwithstanding the foregoing, Seller will The Sellers shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would materially adversely affect the liability for Taxes of any of the Purchaser, Buyer or the Company for any period after the Closing Date without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, Buyer unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser Buyer against the effects of any such settlement. In order to allow settlement is made by the Seller to respond Sellers; provided, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access liability results to the books and records Sellers as a result of failing to accept the Company terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for periods on or before the Closing Dateherein shall survive indefinitely.

Contest Provisions. Promptly after receipt by Holdings or the Purchaser or Seller Principal ProMed Shareholders of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the 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 Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Holdings or the Purchaser or SellerPrincipal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller failure of the Principal ProMed Shareholders to receive prompt notice from Holdings as provided in this Agreement will not relieve the Principal ProMed Shareholders of any of his indemnification obligations under this Agreement except to the extent such failure has a material adverse effect on the Principal ProMed Shareholders’ ability to defend the Tax Claim. The Principal ProMed Shareholders will have the right to represent the ProMed Company’s and/or ProMed Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s Principal ProMed Shareholders’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserHoldings) of the Seller’s Principal ProMed Shareholders’ choice at its expense; provided, however, that the Purchaser Holdings and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller 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 liability for Taxes of Holdings, ProMed Company or ProMed Subsidiary for any of period after the Purchaser, the Company Closing Date without the written consent of the Purchaser, which consent shall not be unreasonably withheld, Holdings unless the Seller Principal ProMed Shareholders makes adequate provision to the satisfaction of the Purchaser Holdings to indemnify the Purchaser Holdings against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after receipt by the Purchaser Buyer, one its Affiliates or any Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser Buyer or SellerSellers Representative, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority taxing authority in respect of any such asserted Tax Claim. The Seller failure of Sellers Representative to receive prompt notice from Buyer or its Affiliates as provided herein will not relieve Sellers of any of their indemnification obligations under this Agreement except to the extent such failure to provide notice materially adversely affects Sellers’ ability to assert any of their or Company’s or its Affiliates’ rights with respect to such Tax Claim. Buyer will have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Pre-Closing Tax Period Periods as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expenseissues; provided, however, that the Purchaser Buyer will keep Sellers Representative informed of, and their representatives will be permittedprovide it with copies of all material correspondence related to, at their expense, to be present at any such audit or proceeding. Notwithstanding Without the foregoing, Seller Sellers Representative’s written consent (which will not be able unreasonably withheld or delayed), Buyer will not settle or compromise any claim, litigation, audit, examination or other proposed change or adjustment by any taxing authority relating to settle, either administratively or any period (including the portion of any Straddle Period) ending from and after the commencement Closing Date if such settlement or compromise results in or has the effect of litigation, increasing the amount of Taxes payable with respect to any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not be unreasonably withheld, unless the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Pre-Closing Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after (i) The Purchaser shall promptly notify Seller in writing upon receipt by the Purchaser or Seller the Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over income or franchise tax audits or assessments which may affect the tax liabilities of the Company or any of its assets (“Tax Authority”) relating Subsidiary for which the Seller would be required to Taxes of Company with respect indemnify the Purchaser pursuant to a Company/Seller Tax Period (a “Tax Claim”Section 5.03(f)(i), provided that failure to comply with this provision shall not affect -------- the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (Purchaser's right to the extent 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 asserted Tax Claimindemnification hereunder. The Seller will shall have the sole right to represent the Company’s 's interests in any Tax tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsEffective Time, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, the Seller will shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of the Purchaser or the Company for any period after the Effective Time to any extent (including the imposition of the Purchaserincome tax deficiencies, the Company 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 the Purchaser, which . Such consent shall not be unreasonably withheldwithheld or delayed, unless and shall not be necessary to the extent that the Seller makes adequate provision to the satisfaction of the Purchaser to indemnify has indemnified the Purchaser against the effects of any such settlement. In order . (ii) The Seller shall be entitled to allow participate at its expense in the defense of any claim for Taxes for a year or period ending after the Effective Time which may be the subject of indemnification by the Seller pursuant to respond to a Tax Claim involving any Company/Seller Tax PeriodSection 5.03(f)(i) and, with the written consent of the Purchaser, and at its sole expense, may assume the entire defense of such tax claim. Neither the Purchaser agrees nor the Company may agree to allow Seller reasonable access to settle any tax claim for the books and records portion of the Company for periods year or period ending on the Effective Time which may be the subject of indemnification by the Seller under Section 5.03(f)(i) without the prior written consent of the Seller, which consent shall not be unreasonably withheld or before the Closing Datedelayed.

Contest Provisions. Promptly after receipt by the Purchaser Prospect Parties or Seller Shareholder of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company StarCare, APAC and/or Pinnacle or any of its assets (“Tax Authority”) relating to Taxes of Company StarCare, APAC and/or Pinnacle with respect to a CompanyStarCare/Seller Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser Prospect Parties or SellerShareholder, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller Shareholder will have the right to represent the CompanyStarCare’s and/or APAC’s interests in any Tax audit or administrative or court proceeding relating to any CompanyStarCare/Seller Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period as to any issues that could materially affect the SellerShareholder’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the PurchaserProspect Parties) of the SellerShareholder’s choice at its expense; provided, however, that the Purchaser Prospect Parties and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller Shareholder will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of any of the PurchaserProspect Parties, the Company StarCare, APAC or Pinnacle without the written consent of the PurchaserProspect Parties, which consent shall not be unreasonably withheld, unless the Seller Shareholder makes adequate provision to the satisfaction of the Purchaser Prospect Parties to indemnify the Purchaser Prospect Parties against the effects of any such settlement. In order to allow the Seller Shareholder to respond to a Tax Claim involving any CompanyStarCare/Seller Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period, the Purchaser agrees Prospect Parties agree to allow Seller Shareholder reasonable access to the books and records of the Company applicable Gateway Party facing a Tax Claim for periods on or before December 31, 2003 in the Closing Datecase of StarCare, and for periods on or before January 31, 2004 in the case of APAC or Pinnacle. The Prospect Parties hereby covenant and agree that all StarCare tax returns that they file or are responsible for filing shall reflect payments made to Shareholder during the period from January 1, 2004 and prior to the Effective Date as distributions in the nature of dividends made to Shareholder in his capacity as the sole shareholder of StarCare (it being understood and agreed, however, that the extent to which such payments shall be treated as dividends for tax purposes shall depend upon the cumulative and 2004 earnings and profits of StarCare). In addition to the foregoing, the Prospect Parties agree to provide a copy of the tax returns of StarCare for the 2004 taxable year to Shareholder in order to facilitate Shareholder’s determination of the amount of StarCare distributions that will be treated as dividends for tax purposes.

Contest Provisions. Promptly after (i) Buyer shall promptly notify Seller in writing upon receipt by Xxxxx, any of Buyer’s Affiliates or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Tax audits or assessments or court proceedings which are reasonably expected to affect the Tax liabilities of the Company or any of its assets for which Seller would be required to indemnify Buyer pursuant to Section 6.03(a) (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (each a “Tax Claim”); provided that provided that Xxxxx’s failure to comply, the recipient will promptly notify the Purchaser or Sellerfailure to timely comply, as applicable. Such notice will contain factual information (with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent known) describing the asserted Tax Claim Seller is materially prejudiced by such failure or delay. Seller shall promptly notify Buyer in reasonable detail and will include copies writing upon receipt by Seller or any of Seller’s Affiliates of notice of any notice pending or other document received from any Taxing Authority in respect threatened federal, state, local or foreign Tax audits or assessments which may affect the Tax liabilities of any such asserted Tax Claim. The the Company. (ii) Seller will or its designees, at Seller’s expense, shall have the right right, at its election, to represent and control the Company’s interests in any Tax audit or administrative or court proceeding Claim relating to any Company/taxable years or periods of the Company ending on or before the Closing Date for which Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligationsmay be liable under Section 6.03(a), and to employ counsel of its choice and expense. Seller will (i) keep Buyer reasonably acceptable informed with respect to the Purchasercommencement, status and nature of any Tax Claim controlled by Seller, including the status of any settlement negotiations, (ii) of permit the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, Buyer to be present at participate in (but not control) any such audit Tax Claim (at the Buyer’s sole expense), and (iii) not settle or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively or after the commencement of litigation, compromise any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company such Tax Claim without the prior written consent of the PurchaserBuyer, which such consent shall not to be unreasonably withheld, unless conditioned or delayed. If Seller fails to assume control of any Tax Claim within thirty (30) days of the date following the receipt of notice of such Tax Claim, Buyer shall have the right, but not the obligation, to assume control of such Tax Claim at its own expense, provided that Buyer will (i) keep Seller makes adequate provision reasonably informed with respect to the satisfaction of the Purchaser to indemnify the Purchaser against the effects commencement, status and nature of any such settlement. In order to allow Tax Claim controlled by Buyer, including the status of any settlement negotiations, (ii) permit the Seller to respond to a participate in (but not control) any such Tax Claim involving (at the Seller’s sole expense), and (iii) not settle or compromise any Company/such Tax Claim without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. Each of Buyer and Seller will, and will cause their Affiliates, as applicable, to reasonably cooperate with the other party and its designees in handling any such Tax Period, Claim. (iii) This Section 6.03(e) shall control with respect to any Tax Claims in the Purchaser agrees to allow Seller reasonable access to the books and records event of the Company for periods on or before the Closing Dateany conflicting provisions under Article VIII with respect hereto.

Contest Provisions. Promptly after (a) THK shall promptly notify the Members in writing upon receipt by THK, the Purchaser Morex Surviving LLC or Seller any of written their respective Affiliates of notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Tax audits, examinations or any of its assets assessments which might affect the Tax liabilities for which the Members may be liable pursuant to Section 10.1 and Article IX. (“Tax Authority”b) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any notice or other document received from any Taxing Authority in respect of any such asserted Tax Claim. The Seller will Members shall have the right to represent the Company’s Morex’ interests in any Tax audit or administrative or court Court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser Members shall have no right to represent Morex’ interests in any Tax audit or administrative or Court proceeding unless the Members shall have first notified THK in writing of the Members’ intention to do so and their representatives will shall have agreed with THK in writing that, as between THK and the Members, the Members shall be permitted, at their expense, to be present at liable for any such Taxes that result from any audit or proceeding. The Morex Surviving LLC and its representatives shall have the right to fully participate at their expense in any audit or proceeding and to consent to any settlement which affects a Tax period or Straddle Period ending after the Closing Date. THK shall have the sole right to defend Morex with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date to the extent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, Seller will the Members shall not be able entitled to settle, either administratively or after the commencement of litigationLitigation, any claim for Taxes that would which could adversely affect the liability for Taxes of THK, Morex or any of Affiliate thereof for any period after the PurchaserClosing Date to any extent (including, but not limited to, the Company 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 the PurchaserTHK, which consent shall not may be unreasonably withheld, withheld in the sole discretion of THK unless the Seller makes adequate provision Members have indemnified THK in a manner acceptable to the satisfaction of the Purchaser to indemnify the Purchaser THK against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after Buyer shall notify Stockholder in ------------------ writing upon receipt by Buyer, any of its Affiliates, or the Purchaser or Seller Company of written notice of the assertion any pending or commencement of any claimthreatened federal, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Tax audits or assessments which may materially affect the Tax liabilities of the Company or any of its assets (“Tax Authority”) relating for which Stockholder would be required to Taxes of Company indemnify Buyer pursuant to this Article ------- XI, provided that failure to comply with respect this provision shall not affect Buyer's -- right to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (indemnification hereunder except to the extent 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 such failure materially impairs Stockholder's ability to contest any such asserted Tax Claimliabilities. The Seller will Stockholder shall have the sole right to represent the Company’s 's interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; , provided, however, that the Purchaser Buyer and their its representatives will -------- ------- shall be permitted, at their Buyer's expense, to be present at at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, Seller will not neither Stockholder nor any Affiliate of Stockholder shall be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would adversely affect the liability for Taxes of any of the PurchaserBuyer, the Company or any Affiliate thereof for any period after the Closing Date to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carry forwards) without the prior written consent of the PurchaserBuyer, which consent shall not may be unreasonably withheld, withheld in the sole discretion of Buyer unless the Seller makes adequate provision Stockholder has indemnified Buyer in a manner acceptable to the satisfaction of the Purchaser to indemnify the Purchaser Buyer against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Date.

Contest Provisions. Promptly after The Seller Representative and Sellers, on the one hand, and Buyer, the Company and its Subsidiaries, on the other hand, shall promptly notify each other upon receipt by the Purchaser or Seller such party of written notice of any inquiries, claims, assessments, audits, proceedings or similar events with respect to Taxes relating to a Pre-Closing Tax Period or to that portion of a Straddle Period ending on the assertion or commencement of Closing Date (any claimsuch inquiry, claim assessment, audit, examination proceeding or other proposed change or adjustment by the Internal Revenue Service or any statesimilar event, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Tax Authority”) relating to Taxes of Company with respect to a Company/Seller Tax Period (a “Tax ClaimMatter”). If Sellers have any continuing indemnification obligations under Section IX.B.1(iii), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (to the extent knownunder Section IX.B.1(ii) describing the asserted Tax Claim in reasonable detail and will include copies for breach of any notice representations or other document received from any Taxing Authority warranties in respect of any such asserted Tax Claim. The Section IV.H (Taxes), then the Seller will Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating Matter (unless the amount of liability with respect to any Company/Seller such Tax Period as Matter could reasonably be expected to any issues that could materially affect the Seller’s liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Purchaser) exceed 125% of the Seller’s choice at its expenseexcess of (i) the amount remaining under the Cap over (ii) the amount which could reasonably be expected to be paid in satisfaction of any pending but unresolved claims for indemnification, in which event Buyer shall have the right to control the conduct and resolution of such Tax Matter; provided, however, that Buyer shall keep the Purchaser Seller Representative informed of all developments on a timely basis and their representatives will be permittedBuyer shall not resolve such Tax Matter without the Seller Representative’s written consent). Whenever the Seller Representative controls the conduct and resolution of a Tax Matter, at their expensethe Seller Representative shall keep Buyer informed of all developments on a timely basis; provided, to be present at any such audit or proceeding. Notwithstanding the foregoinghowever, Seller will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of if any of the Purchaser, the Company without the written consent of the Purchaser, which consent shall not issues raised in such Tax Matter could reasonably be unreasonably withheld, unless the Seller makes adequate provision expected to the satisfaction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Period, the Purchaser agrees to allow Seller reasonable access to the books and records have an adverse impact on Taxes of the Company or its Subsidiaries for periods on a taxable period beginning (or before the portion of a Straddle Period beginning) after the Closing Date, then the Seller Representative shall afford Buyer the opportunity to control jointly the conduct and resolution of the portion of such Tax Matter which could have an adverse impact on such Taxes in such period or portion thereof. If the Seller Representative has the right to control the conduct and resolution of a Tax Matter but elects in writing not to do so within 15 days of receiving notice of such Tax Matter, then Buyer shall have the right to control the conduct and resolution of such Tax Matter; provided, however, that whenever Buyer has the right to control the conduct and resolution of any Tax Matter pursuant to this sentence, that Buyer shall keep the Seller Representative informed of all developments on a timely basis and Buyer shall not resolve such Tax Matter in a manner that could reasonably be expected to have an adverse impact on Sellers’ indemnification obligations under this Agreement without the Seller Representative’s written consent. Each party shall bear its own costs for participating in any Tax Matter.

Contest Provisions. Promptly after (a) Buyer shall notify the ACME Entities in writing upon receipt by the Purchaser or Seller of written notice of the assertion or commencement of any claimBuyer, audit, examination or other proposed change or adjustment by the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company or any of its assets (“Affiliates, or, after the Closing Date, any Company of notice of any pending or threatened Tax Authority”) relating audits or assessments which may affect the Tax liabilities of the Company for which the ACME Entities would be required to Taxes of Company indemnify any Buyer Group Member pursuant to this Article XI, provided that failure to comply with respect this provision shall not affect any Buyer Group Member's right to a Company/Seller Tax Period (a “Tax Claim”), the recipient will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (indemnification hereunder except to the extent known) describing such failure materially impairs 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 ACME Entities' ability to contest any such asserted Tax Claim. liabilities. (b) The Seller will ACME Entities shall have the sole right to represent the each Company’s 's interests in any Tax audit or administrative or court proceeding relating to any Company/Seller Tax Period as to any issues that could materially affect taxable periods ending on or before the Seller’s liability for Taxes or indemnification obligationsClosing Date, and to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s its choice at its expense; provided, however, that the Purchaser ACME Entities shall have no right to represent the Company's interests in any Tax audit or administrative or court proceeding unless the ACME Entities shall have first notified Buyer in writing of the ACME Entities' intention to do so; provided, further, that Buyer and its representatives shall be permitted, at Buyer's expense, to be present at, and participate in, any such audit or proceeding. Nothing herein shall be construed to impose on Buyer or any Affiliate of Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding. In the case of a Straddle Period, the ACME Entities and their representatives will shall be permitted, at their expense, to be present at at, and participate in, any such Tax audit or proceedingadministrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date. Notwithstanding the foregoing, Seller will the ACME Entities and their Affiliates shall not be able entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of Buyer, the Company or any Affiliate thereof for any period after the Closing Date to any extent (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Buyer, which consent shall not be unreasonably withheld and shall not be necessary if the ACME Entities have indemnified Buyer and its Affiliates against the effects of any such settlement. Buyer shall have the sole right to defend the Company with respect to any issue arising with respect to any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue, provided, that such issue does not pertain to a consolidated or combined Tax Return. Neither Buyer, nor any of its Affiliates, shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect result in or increase the liability for Taxes of any of ACME Entities' obligation to indemnify a Buyer Group Member, or decrease a net operating loss or credit carryforward existing on the PurchaserClosing Date, the Company without the ACME Entities' prior written consent of the Purchaserconsent, which consent shall not be unreasonably withheld, unless and which consent shall not be necessary if the Seller makes adequate provision ACME Entities are relieved of their indemnification obligations with respect to such Taxes and appropriately compensated for the satisfaction reduction of the Purchaser to indemnify the Purchaser against the effects of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Periodcarryforwards, the Purchaser agrees to allow Seller reasonable access to the books and records of the Company for periods on or before the Closing Dateas applicable.

Contest Provisions. Promptly after receipt by (i) Notwithstanding anything to the Purchaser contrary in this Agreement, each party hereto will, at its own expense, control any Tax Contest for any taxable period for which that party is charged with payment or Seller of written notice of indemnification responsibility under this Agreement. In the assertion or commencement case of any claimTax Contest relating to a Straddle Period (to the extent such Tax Contest relates to or would affect Post-Closing Taxes) or Post-Closing Tax Period, auditParent will control such Tax Contest and will consult in good faith with the Equityholders’ Representative as to the conduct of such Tax Contest. In no event will the Equityholders’ Representative settle any Tax Contest relating to any Pre-Closing Tax Period or, examination to the extent such settlement would affect Post-Closing Taxes, any Tax Contest relating to any Straddle Period, in a manner which would adversely affect Parent, without the prior written consent of Parent, which consent may not be unreasonably withheld, conditioned or other proposed change or adjustment by delayed. In no event will Parent, the Internal Revenue Service or any state, local or foreign taxing authority having jurisdiction over Company Surviving Corporation or any of its assets (“Subsidiaries settle any Tax Authority”) Contest relating to Taxes any Post-Closing Tax Period or, to the extent such settlement would affect Pre-Closing Taxes, any Tax Contest relating to any Straddle Period, in a manner which would adversely affect any Equityholder, without the prior written consent of Company the Equityholders’ Representative, which consent may not be unreasonably withheld, conditioned or delayed. (ii) Each party hereto will, at the expense of the requesting party, execute or cause to be executed any IRS Form 2848 power of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to a Company/Seller any Tax Period Contest that the requesting party controls. (a “Tax Claim”), the recipient iii) Each party hereto will promptly notify the Purchaser or Seller, as applicable. Such notice will contain factual information (forward to the extent known) describing other party all written notifications and other written communications, including if available the asserted Tax Claim in reasonable detail and will include copies of original envelope showing any notice or other document received postmark, from any Taxing Authority in respect of any received by such asserted Tax Claim. The Seller will have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding party relating to any Company/Seller Tax Period liability for Taxes for any taxable period for which a party is charged with payment or indemnification responsibility under this Agreement and each indemnifying party will promptly notify, and consult with, each indemnified party as to any issues that could materially affect the Seller’s action it proposes to take with respect to any liability for Taxes or indemnification obligationsfor which it is required to indemnify another party, and will not enter into any closing agreement or final settlement with any Taxing Authority with respect to employ counsel (reasonably acceptable to the Purchaser) of the Seller’s choice at its expense; provided, however, that the Purchaser and their representatives will be permitted, at their expense, to be present at any such audit or proceeding. Notwithstanding the foregoing, Seller will not be able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would adversely affect the liability for Taxes of any of the Purchaser, the Company without the written consent of the Purchaserindemnified parties, which consent shall may not be unreasonably withheld, unless . The failure by a party to provide timely notice under this subsection will not relieve the Seller makes adequate provision other party from its indemnification obligations under this Agreement with respect to the satisfaction of the Purchaser to indemnify the Purchaser against the effects subject matter of any such settlement. In order to allow the Seller to respond to a Tax Claim involving any Company/Seller Tax Periodnotification not timely forwarded, the Purchaser agrees to allow Seller reasonable access except to the books and records of extent the Company for periods on or before the Closing Dateother party is actually harmed thereby.