Common use of Contest Provisions Clause in Contracts

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

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its Affiliates affiliates or the Company Group Subsidiaries of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company Group Subsidiaries for which Seller or USA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a8.2(i); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit affect Purchaser’s rights under this Article 8 except 's right to the extent indemnification hereunder. Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s Group Subsidiaries' interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall not be 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 Purchaser or the Group Subsidiaries for which Purchaser and any period after the Company are not entitled Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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, delayed or conditioned. (c) . Seller and USA Holdco shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, 8.2(i). Purchaser may assume the entire defense of such not agree to settle any tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would the portion of the year or period ending on or prior to the Closing Date which may be the subject of indemnification by Seller or USA Holdco under Section 8.1(a8.2(i) without the prior written consent of Seller and USA HoldcoSeller, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon Promptly after receipt by Purchaserthe 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 Affiliates 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 the Company of Seller, as applicable. Such notice of any pending or threatened Tax Contest that may affect the Tax liabilities of the Company for which Seller or USA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall not limit Purchaser’s rights under this Article 8 except 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 is materially prejudiced by such failure. (b) Seller and USA Holdco shall will have the right to represent the Company’s interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years any Company/Seller Tax Period as to any issues that could materially affect the Seller’s liability for Taxes or periods ending on or before the Closing Dateindemnification 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 choice representatives will be permitted, at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for present at any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and any of the Purchaser, the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of the Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts unless the Seller makes adequate provision to mitigate the amount satisfaction of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Purchaser to indemnify the Purchaser against the effects of any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in settlement. In order to mitigate allow the Taxes 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 another Partythe Company for periods on or before the Closing Date.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its Affiliates affiliates or the Company of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company or the Subsidiary for which Seller or USA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a5.2(a); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit affect Purchaser’s rights under this Article 8 except 's right to the extent indemnification hereunder. Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s 's and the Subsidiary's interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall not be 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 Purchaser or for which Purchaser and the Purchaser, the Company are not entitled or the Subsidiary for any period after the Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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, delayed or conditioned. (c) and shall not be necessary to the extent that Seller and USA Holdco has indemnified the Purchaser against the effects of any such settlement. Seller shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a5.2(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s its sole expense, may assume the entire defense of such tax Tax claim. Neither Purchaser nor None of Purchaser, the Company shall be entitled or the Subsidiary may agree to settle, either administratively or after the commencement of litigation, settle any Tax claim for Taxes that would the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller or USA Holdco under Section 8.1(a5.2(a) without the prior written consent of Seller and USA HoldcoSeller, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller in writing upon receipt by PurchaserBuyer, any of its Affiliates affiliates or the Company Pearle of notice of any pending or threatened Tax Contest that audits or assessments which may materially affect the Tax tax liabilities of the Company Pearle for which Seller or USA Holdco would be required to indemnify Purchaser Buyer pursuant to Section 8.1(a5.2(c); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 except affect Buyer's right to the extent indemnification hereunder. Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s Pearle's interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that ; Seller and USA Holdco shall have first notified Purchaser in writing (1) keep Buyer informed on a timely basis regarding the prosecution of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially which could adversely affect the liability for Taxes of Purchaser the Buyer or Pearle for which Purchaser and any period after the Company are not entitled Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 PurchaserBuyer. Such consent shall not be unreasonably withheld, delayed or conditioned. and shall not be necessary to the extent that Seller has indemnified the Buyer (cand Buyer agrees that it has been so indemnified) against the effects of any such settlement. Seller and USA Holdco shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a5.2(c) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of PurchaserBuyer, and at Seller’s or USA Holdco’s 's sole expense, may assume the entire defense of such tax claim. Neither Purchaser Buyer nor the Company shall be entitled Pearle may agree to settle, either administratively or after the commencement of litigation, settle any tax claim for Taxes that would the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller or USA Holdco under Section 8.1(a5.2(c) without the prior written consent of Seller and USA HoldcoSeller, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon Promptly after receipt by PurchaserGroup or the ProMed Upland 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 ProMed Upland or any of its Affiliates assets (“Tax Authority”) relating to Taxes of ProMed Upland with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or the Company of ProMed Upland Shareholder, 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 pending notice or threatened other document received from any Taxing Authority in respect of any such asserted Tax Contest that may affect the Tax liabilities Claim. The failure of the Company for which Seller or USA Holdco would be required ProMed Upland Shareholder to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall receive prompt notice from Group as provided in this Agreement will not limit Purchaser’s rights relieve the ProMed Upland Shareholder of any of his indemnification obligations under this Article 8 Agreement except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall failure has a material adverse effect on the ProMed Upland Shareholder’ ability to defend the Tax Claim. The ProMed Upland Shareholder will have the right to represent the CompanyProMed Upland’s interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years Pre-Closing Tax Periods as to any issues that could materially affect the ProMed Upland Shareholder’ liability for Taxes or periods ending on or before the Closing Dateindemnification obligations, and to employ counsel (reasonably acceptable to Group) of the ProMed Upland Shareholder’ choice at its expense; provided, however, that Group and their choice representatives will be permitted, at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for present at any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall the ProMed Upland Shareholder will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser Group or ProMed Upland for which Purchaser and any period after the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Closing Date without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at Group unless the sole discretion ProMed Upland Shareholder makes adequate provision to the satisfaction of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume Group to indemnify Group against the entire defense effects of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (a) Purchaser shall promptly notify Seller the Members in writing upon receipt by the Purchaser, any of its Affiliates or the Company of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company for which Seller or USA Holdco the Members would be required to indemnify the Purchaser pursuant to Section 8.1(a5.09(a); provided, provided that failure to comply with this provision shall not affect the Purchaser’s failure so right to notify Seller shall not limit Purchaser’s rights under this Article 8 except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco indemnification hereunder. The Members shall have the sole right to represent the Company’s interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco the Members shall not be 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 the Purchaser or for which Purchaser and the Company are not entitled for any period after the Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall not be necessary to the extent that the Members have indemnified the Purchaser against the effects of any such settlement. The Members shall be entitled to participate at their own expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller or USA Holdco the Members pursuant to Section 8.1(a5.09(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled may agree to settle, either administratively or after the commencement of litigation, settle any tax claim for Taxes that would the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller or USA Holdco the Members under Section 8.1(a5.09(a) without the prior written consent of Seller and USA Holdcothe Members, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller Repap in writing upon receipt by Purchaser, Buyer or any of its Affiliates (including Repap USA or the Company any of its Affiliates) of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax examinations, inquiries or audits or assessments which may materially affect the Tax tax liabilities of the Company Repap USA or its Subsidiaries for which Seller or USA Holdco would Repap may be required to indemnify Purchaser Buyer pursuant to Sections 5.2(b) or 5.9(c) (provided that failure to give this notice shall not affect Buyer's right to indemnification hereunder unless such failure is prejudicial to Repap), or which may affect any tax liability or refund claim of Repap. Repap shall be entitled to participate at its expense in the defense of any claims for Taxes or any other proposed adjustments which may be the subject of indemnification by Repap pursuant to Section 8.1(a5.2(b) or 5.9(c); provided, that Purchaser’s failure so to notify Seller and, with the written consent of Buyer, at its sole expense, may assume the entire defense of such claims or proposed adjustments. Notwithstanding the foregoing, Repap shall not limit Purchaser’s rights under this Article 8 except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the right to represent the Company’s interests in any Tax Contests relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their choice at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained herein, none of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that which would materially adversely affect the liability for Taxes of Purchaser the Buyer, Repap USA or its Subsidiaries for which Purchaser and any period after the Company are not entitled Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 carryforwardscarry forwards) without the prior written consent of PurchaserBuyer. Such consent shall not be unreasonably withheld. Neither Buyer, delayed Repap USA nor its Subsidiaries may agree to settle any claim for Taxes or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest proposed adjustments which may be the subject of indemnification by Seller Repap under Sections 5.2(b) or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a5.9(c) without the prior written consent of Seller and USA HoldcoRepap, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser American General and Seller shall promptly ------------------ notify Seller each other in writing upon receipt by Purchasereither of them, or any of its Affiliates their affiliates, or the Company Savings, of notice of any pending or threatened Tax Contest that federal, state, local or foreign tax audits or assessments which may materially affect the Tax tax liabilities of the Company Savings for which Seller or USA Holdco would be required to indemnify Purchaser American General pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify this Agreement. Seller shall not limit Purchaser’s rights under this Article 8 except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s Savings' interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their choice its choice, at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything the foregoing, Seller (A) shall consult with American General with respect to the contrary contained herein, none resolution of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes issue that would materially adversely affect American General or Savings in any way and to any extent, in the liability for Taxes of Purchaser taxable periods subject to such proceeding or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement any other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction reductions of loss or credit carryforwardscarryforwards to Savings or American General), and (B) shall not settle any such issue or file any amended return relating to such issue, without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA HoldcoAmerican General, which consent shall not be unreasonably withheld, delayed . Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a period described in Section 4.14(c) for the portion of the year or conditioned. (d) Any Indemnified Party seeking period ending on the Closing Date that is the subject of indemnification under this Article 8 shall use reasonable efforts by Seller hereunder. Neither American General nor Savings may agree to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with settle any such Taxes)claim for Taxes for the portion of the year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder without the prior written consent of Seller, provided that no Party which consent shall not be required unreasonably withheld. Seller shall not settle any such claim, or take any other action with respect to concede such claim, without the amount consent of any Tax for American General, which such Party is liable in order to mitigate the Taxes of another Partyshall not be unreasonably withheld.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller the ACME Entities in writing upon receipt by PurchaserBuyer, any of its Affiliates or Affiliates, or, after the Closing Date, any Company of notice of any pending or threatened Tax Contest that audits or assessments which may affect the Tax liabilities of the Company for which Seller or USA Holdco the ACME Entities would be required to indemnify Purchaser any Buyer Group Member pursuant to Section 8.1(a); providedthis Article XI, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 affect any Buyer Group Member's right to indemnification hereunder except to the extent Seller is such failure materially prejudiced by impairs the ACME Entities' ability to contest any such failureTax liabilities. (b) Seller and USA Holdco The ACME Entities shall have the sole right to represent the each Company’s 's interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, ; provided, however, that Seller and USA Holdco the 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 Purchaser Buyer in writing (1) of their the ACME Entities' intention to do so; (2) the identity of counselprovided, if anyfurther, chosen by Seller or USA Holdco in connection therewith; that Buyer and (3) that Seller and USA Holdco agree that Seller and USA Holdco its representatives shall be liable for permitted, at Buyer's expense, to be present at, and participate in, any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything 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 shall be permitted, at their expense, to be present at, and participate in, any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the contrary contained hereinportion of such Straddle Period ending on and including the Closing Date. Notwithstanding the foregoing, none of Seller or USA Holdco the ACME Entities and their Affiliates shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially which could adversely affect the liability for Taxes of Purchaser or for which Purchaser and Buyer, the Company are not entitled or any Affiliate thereof for any period after the Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, including the imposition of income tax Tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller withheld and USA Holdco shall not be entitled to participate at their own expense in necessary if the defense ACME Entities have indemnified Buyer and its Affiliates against the effects of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent such settlement. Buyer shall be granted at have the sole discretion of Purchaserright 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, and at Seller’s provided, that such issue does not pertain to a consolidated or USA Holdco’s sole expense, may assume the entire defense of such tax claimcombined Tax Return. Neither Purchaser Buyer, nor the Company any of its Affiliates, shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be result in or increase the subject of indemnification by Seller ACME Entities' obligation to indemnify a Buyer Group Member, or USA Holdco under Section 8.1(a) decrease a net operating loss or credit carryforward existing on the Closing Date, without the ACME Entities' prior written consent of Seller and USA Holdcoconsent, which consent shall not be unreasonably withheld, delayed or conditionedand which consent shall not be necessary if the ACME Entities are relieved of their indemnification obligations with respect to such Taxes and appropriately compensated for the reduction of such carryforwards, as applicable. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller Stockholder in ------------------ writing upon receipt by PurchaserBuyer, any of its Affiliates Affiliates, or the Company of notice of any pending or threatened federal, state, local or foreign Tax Contest that audits or assessments which may materially affect the Tax liabilities of the Company for which Seller or USA Holdco Stockholder would be required to indemnify Purchaser Buyer pursuant to Section 8.1(a); providedthis Article ------- XI, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 affect Buyer's -- right to indemnification hereunder except to the extent Seller is such failure materially prejudiced by impairs Stockholder's ability to contest any such failure. (b) Seller and USA Holdco Tax liabilities. Stockholder shall have the sole right to represent the Company’s 's interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, however, that Seller Buyer and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco its representatives -------- ------- shall be liable for permitted, at Buyer's expense, to be present at, and participate in, any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none neither Stockholder nor any Affiliate of Seller or USA Holdco Stockholder shall be 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 Purchaser or for which Purchaser and Buyer, the Company are not entitled or any Affiliate thereof for any period after the Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax Tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 carryforwardscarry forwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of PurchaserBuyer, which consent shall may be granted at withheld in the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume Buyer unless Stockholder has indemnified Buyer in a manner acceptable to Buyer against the entire defense effects of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon Promptly after receipt by PurchaserBuyer, any of one its Affiliates or the Company any Seller of written notice of the assertion or commencement of any pending claim, audit, examination or threatened other proposed change or adjustment by any taxing authority relating to a Pre-Closing Tax Contest that may affect Period (a “Tax Claim”), the recipient will promptly notify Buyer or Sellers Representative, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax liabilities Claim in reasonable detail and will include copies of the Company for which Seller any notice or USA Holdco would be required other document received from any taxing authority in respect of any such asserted Tax Claim. The failure of Sellers Representative to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall receive prompt notice from Buyer or its Affiliates as provided herein will not limit Purchaser’s rights relieve Sellers of any of their indemnification obligations under this Article 8 Agreement except to the extent Seller is such failure to provide notice materially prejudiced by adversely affects Sellers’ ability to assert any of their or Company’s or its Affiliates’ rights with respect to such failure. (b) Seller and USA Holdco shall Tax Claim. Buyer will have the sole right to represent the Company’s interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Pre-Closing DateTax Periods as to any issues; provided, however, Buyer will keep Sellers Representative informed of, and to employ counsel provide it with copies of their choice at their expenseall material correspondence related to, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to Without the contrary contained herein, none of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior Sellers Representative’s written consent of Purchaser. Such consent shall (which will not be unreasonably withheldwithheld or delayed), delayed Buyer will not settle or conditioned. compromise any claim, litigation, audit, examination or other proposed change or adjustment by any taxing authority relating to any period (c) Seller and USA Holdco shall be entitled to participate at their own expense in including the defense portion of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(aStraddle Period) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, ending from and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement Closing Date if such settlement or compromise results in or has the effect of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate increasing the amount of its Taxes (and payable with respect to any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Pre-Closing Tax for which such Party is liable in order to mitigate the Taxes of another PartyPeriod.

Contest Provisions. (a) Purchaser THK shall promptly notify Seller the Members in writing upon receipt by PurchaserTHK, the Morex Surviving LLC or any of its their respective Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign Tax Contest that may audits, examinations or assessments which might affect the Tax liabilities of the Company for which Seller or USA Holdco would the Members may be required to indemnify Purchaser liable pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall not limit Purchaser’s rights under this 10.1 and Article 8 except to the extent Seller is materially prejudiced by such failureIX. (b) Seller and USA Holdco The Members shall have the right to represent the Company’s Morex’ interests in any Tax Contests audit or administrative or Court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, ; provided, however, that Seller and USA Holdco the 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 Purchaser THK in writing (1) of their the Members’ intention to do so; (2) so and shall have agreed with THK in writing that, as between THK and the identity of counselMembers, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco the Members shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such any audit or proceeding. Notwithstanding anything 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 contrary contained hereinextent THK shall have agreed in writing to forego any indemnification under this Agreement with respect to the issue. Notwithstanding the foregoing, none of Seller or USA Holdco the Members shall not be entitled to settle, either administratively or after the commencement of litigationLitigation, any claim for Taxes that would materially which could adversely affect the liability for Taxes of Purchaser THK, Morex or any Affiliate thereof for which Purchaser and any period after the Company are not entitled Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax Tax deficiencies, the calculation of reserve items, the reduction of asset bases 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, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of PurchaserTHK, which consent shall may be granted at withheld in the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume THK unless the entire defense Members have indemnified THK in a manner acceptable to THK against the effects of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller Sellers in writing upon receipt by Purchaser, Buyer or any of its Tax Affiliates or the Company of notice of proposed audit, or any pending assessment or threatened claim in any Tax Contest that audit or any administrative or judicial proceeding which may materially affect the Tax liabilities of the Company Companies for which Seller or USA Holdco Sellers would be required to indemnify Purchaser Buyer pursuant to paragraph (a) of this Section 8.1(a)7.5; provided, however, that Purchaser’s a failure so to notify Seller shall give such notice will not limit Purchaser’s rights affect Buyer's right to indemnification under this Article 8 Section 7.5 except to the extent Seller is materially that Sellers have been actually prejudiced by as a result of such failure. (b) Seller and USA Holdco shall have . In the right to represent the Company’s interests in any case of a proposed Tax Contests relating solely assessment or claim that relates to taxable years or periods ending on or before the Closing Date, (A) both Buyer and to employ counsel Sellers may participate in the conduct of their choice the audit or administrative or judicial proceeding involving such assessment or claim (at their own expense, provided, ) and (B) provided that Seller and USA Holdco shall Sellers have first notified Purchaser acknowledged in writing (1) their liability to indemnify Buyer against the full amount of their intention to do so; (2) the identity any adjustment which may be made as a result of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything , Sellers may elect to control (at their expense) the conduct of such audit or proceeding (but only to the contrary contained hereinextent that such audit or proceeding relates solely to a potential adjustment for 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, none 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 Seller audit at such time), (A) both Buyer and the Sellers may participate in the audit, administrative or USA Holdco judicial proceeding involving such assessment or claim (at their own expense), and (B) the audit or proceeding shall be entitled controlled by that party which would bear the burden of the greater portion of the 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 (c), the controlling party shall have the authority to settlesettle or 41 37 compromise any proposed Tax claim or assessment, either administratively provided however that neither Buyer nor Sellers shall enter into any compromise or after the commencement of litigation, agree to settle any claim for Taxes that or assessment pursuant to any Tax audit or administrative or judicial proceeding which would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) other party without the prior written consent of Purchaser. Such the other party, which consent shall may not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller in writing upon receipt by PurchaserBuyer, any of its Affiliates affiliates or the Company of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company or its Subsidiaries for which Seller or USA Holdco would be required to indemnify Purchaser Buyer pursuant to Section 8.1(a5.2(a); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 except affect Buyer's right to the extent indemnification hereunder. Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s 's and its Subsidiaries interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall not be 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 Purchaser Buyer or for which Purchaser and the Company are not entitled or its Subsidiaries for any period after the Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 PurchaserBuyer. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) and shall not be necessary to the extent that Seller and USA Holdco has indemnified Buyer against the effects of any such settlement. Seller shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Date which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a5.2(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of PurchaserBuyer, and at Seller’s or USA Holdco’s its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor Buyer, the Company shall be entitled nor any of its Subsidiaries may agree to settle, either administratively or after the commencement of litigation, settle any tax claim for Taxes that would the portion of the year or period ending on the Closing Date which may be the subject of indemnification by Seller or USA Holdco under Section 8.1(a5.2(a) without the prior written consent of Seller and USA HoldcoSeller, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its Affiliates affiliates or the Company of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company for which Seller or USA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a6.9(b)(1); provided, provided however, that Purchaser’s failure so to notify no delay on the part of Purchaser in notifying Seller shall not limit Purchaser’s rights under this Article 8 except relieve Seller from any liability or obligation hereunder unless (and then solely to the extent extent) Seller is materially prejudiced by such failure. (b) failure to give notice. Seller and USA Holdco shall have the sole right to represent the Company’s 's interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing DateTime, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall not be 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 Purchaser or for which Purchaser and the Company are not entitled for any period after the Closing Time to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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, delayed or conditioned. (c) and shall not be necessary to the extent that Seller and USA Holdco has indemnified Purchaser against the effects of any such settlement. Seller shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Time which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a6.9(b)(1) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s its sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled may agree to settle, either administratively or after the commencement of litigation, settle any tax claim for Taxes that would the portion of the year or period ending on the date of the Closing Time which may be the subject of indemnification by Seller or USA Holdco under Section 8.1(a6.9(b)(1) without the prior written consent of Seller and USA HoldcoSeller, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller the Selling Parties in writing upon receipt by Purchaser, any of its Affiliates or the Company Buyer of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company Seller for which Seller or USA Holdco the Selling Parties would be required to indemnify Purchaser Buyer or Buyer's Parent pursuant to Section 8.1(a); provided, 6.2(a) provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 except affect Buyer or Buyer's Parent's right to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco indemnification hereunder. Each Selling Party shall have the sole right to represent the Company’s such Selling Party's interests in any Tax Contests relating solely to taxable years tax audit or periods ending on administrative or before the Closing Datecourt proceeding, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco neither Selling Party shall be 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 Purchaser Buyer or Buyer's Parent or either Selling Party for which Purchaser and any period after the Company are not entitled Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 PurchaserBuyer and Buyer's Parent. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts necessary to mitigate the amount extent that the Selling Parties have indemnified Buyer and Buyer's Parent against the effects of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. The Surviving Corporation shall as promptly as practicable, but in no event later than ten (a10) Purchaser shall promptly Business Days after receipt, notify Seller JUSI in writing upon receipt by Purchaserthe Surviving Corporation, any of its Affiliates affiliates or the Company Rexair of written notice of any pending or threatened Tax Contest that audit or assessments which may affect the Tax liabilities of the Company or Rexair for which Seller or USA Holdco JUSI would be required to indemnify Purchaser the Surviving Corporation pursuant to Section 8.1(a6.10 (a) and (c); provided, provided that Purchaser’s failure by the Surviving Corporation to so notify JUSI of any such audit or assessment shall relieve Jacuzzi and JUSI of their obligation to notify Seller shall not limit Purchaser’s rights under this Article 8 except indemnify the Parent Indemnified parties in respect of any Taxes resulting from any such audit or assessment only if and only to the extent Seller is materially that JUSI establishes that such failure adversely prejudiced by JUSI in defending against such failure. (b) Seller and USA Holdco audit or assessment. JUSI shall have the sole right to represent the CompanyCompany and Rexair’s interests in any Tax Contests relating solely audit or administrative or court proceeding in respect of Taxes for which JUSI would be required to indemnify the Surviving Corporation pursuant to Section 6.10 (a) if the proceeding relates to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco JUSI shall not be 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 Purchaser Parent (or the direct or indirect owners of interests in Parent), the Surviving Corporation or Rexair for which Purchaser and any period after the Company are not entitled to full indemnification pursuant to this Agreement Closing Date (including, but not limited to, the imposition of income tax Tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 carryforwardscarryforwards (other than carryforwards arising in periods ending on or before the Closing Date)) without the prior written consent of PurchaserParent, such consent not to be unreasonably withheld, delayed or conditioned. Such JUSI shall have the sole right at its expense to conduct the defense of any claim for Taxes for a year or period beginning before and ending after the Closing Date which may be the subject of indemnification by JUSI pursuant to Section 6.10 (a), unless such claim may also include Taxes which may not be the subject of indemnification by JUSI pursuant to Section 6.10 (a) in which case the defense of such claim shall be conducted jointly by Parent and JUSI, each at their own expense or on such other basis as Parent and JUSI may then agree. If JUSI is conducting the defense of any such claim, the limitations set forth in the sentence above beginning “Notwithstanding”, with respect to JUSI’s right to settle claims, shall apply. Neither Parent nor JUSI may agree (or permit the Surviving Corporation or Rexair to agree) to settle any Tax claim which may include Taxes which would be subject to indemnification by the other party without the prior written consent shall of such other party, such consent not to be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser Buyer shall promptly notify Seller in writing upon receipt by PurchaserBuyer, any of its Buyer's Affiliates or Subsidiaries, the Company or ILIC of notice of any pending or threatened federal, state, local or foreign Tax Contest that audits or assessments which may affect the Tax liabilities of the Company or ILIC for which Seller or USA Holdco would could be required to indemnify Purchaser Buyer pursuant to Section 8.1(a7.4.1 (assuming, for this purpose, no exception to or limitation on such indemnity obligation attributable to the existence of any reserve for Taxes on the Final Balance Sheet); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 affect Buyer's right to indemnification hereunder except to the extent such failure results in an increase in the amount for which Seller is materially prejudiced by such failure. (b) liable under Section 7.4.1 or otherwise results in a Loss to Seller and USA Holdco or a Seller Affiliate. Seller shall have the sole right to represent and control the Company’s 's and ILIC's interests in any Tax Contests Contest relating solely to taxable years or 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 to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall not be entitled to settlesettle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes that which would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and Buyer, the Company are not entitled to full indemnification pursuant to this Agreement or ILIC for any period (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, deductions or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such Buyer, which consent shall not be unreasonably withheld, delayed or conditioned. (c) and shall not be necessary to the extent that Seller and USA Holdco has indemnified Buyer against the effects of any such settlement. Seller shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Closing Date which may be the subject of to indemnification by Seller or USA Holdco pursuant to Section 8.1(a) 7.4.1 and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, Buyer and at Seller’s or USA Holdco’s its sole expense, may assume the entire defense of such tax claimTax claim if assumption of such defense is permitted by law. Neither Purchaser Buyer, the Company, nor ILIC may agree to settle any Tax claim for the Company 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 settlesettle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes that which would be materially adversely affect the subject liability for Taxes of indemnification by 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 USA Holdco under Section 8.1(acost 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 and USA HoldcoSeller, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 and shall use reasonable efforts not be necessary to mitigate the amount extent that Buyer has indemnified Seller against the effects of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (ai) The Purchaser shall promptly notify Seller in writing upon receipt by Purchaser, any of its Affiliates the Purchaser or the Company of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may affect the Tax tax liabilities of the Company or any Subsidiary for which the Seller or USA Holdco would be required to indemnify the Purchaser pursuant to Section 8.1(a5.03(f)(i); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit affect -------- the Purchaser’s rights under this Article 8 except 's right to the extent indemnification hereunder. The Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s 's interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing DateEffective Time, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of the Seller or USA Holdco shall not be 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 the Purchaser or for which Purchaser and the Company are not entitled for any period after the Effective Time to full indemnification pursuant to this Agreement any extent (including, but not limited to, including the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases 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. Such consent shall not be unreasonably withheldwithheld or delayed, delayed or conditionedand shall not be necessary to the extent that the Seller has indemnified the Purchaser against the effects of any such settlement. (cii) The Seller and USA Holdco shall be entitled to participate at their own its expense in the defense of any other Tax Contest claim for Taxes for a year or period ending after the Effective Time which may be the subject of indemnification by the Seller or USA Holdco pursuant to Section 8.1(a5.03(f)(i) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s its sole expense, may assume the entire defense of such tax claim. Neither the Purchaser nor the Company shall be entitled may agree to settle, either administratively or after the commencement of litigation, settle any tax claim for Taxes that would the portion of the year or period ending on the Effective Time which may be the subject of indemnification by the Seller or USA Holdco under Section 8.1(a5.03(f)(i) without the prior written consent of Seller and USA Holdcothe Seller, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.

Contest Provisions. (a) Purchaser FACO and Seller shall promptly notify Seller each other in writing upon receipt by Purchasereither of them, or any of its Affiliates their affiliates, or the Company Savings, of notice of any pending or threatened Tax Contest that federal, state, local or foreign tax audits or assessments which may materially affect the Tax tax liabilities of the Company Savings for which Seller or USA Holdco would be required to indemnify Purchaser FACO pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify this Agreement. Seller shall not limit Purchaser’s rights under this Article 8 except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall have the sole right to represent the Company’s Savings' interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their choice its choice, at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything the foregoing, Seller (A) shall consult with FACO with respect to the contrary contained herein, none resolution of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes issue that would materially adversely affect FACO or Savings in any way and to any extent, in the liability for Taxes of Purchaser taxable periods subject to such proceeding or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement any other taxable periods (including, but not limited to, any resolution that would result in the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction reductions of loss or credit carryforwardscarryforwards to Savings or FACO), and (B) shall not settle any such issue or file any amended return relating to such issue, without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA HoldcoFACO, which consent shall not be unreasonably withheld, delayed . Seller shall be entitled to participate at its expense in the defense of any claim for Taxes for a period described in Section 4.16(c) for the portion of the year or conditioned. (d) Any Indemnified Party seeking period ending on the Closing Date that is the subject of indemnification under this Article 8 shall use reasonable efforts by Seller hereunder. Neither FACO nor Savings may agree to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with settle any such Taxes)claim for Taxes for the portion of the year or period ending on the Closing Date that is the subject of indemnification by Seller hereunder without the prior written consent of Seller, provided that no Party which consent shall not be required unreasonably withheld. Seller shall not settle any such claim, or take any other action with respect to concede such claim, without the amount consent of any Tax for FACO, which such Party is liable in order to mitigate the Taxes of another Partyshall not be unreasonably withheld.

Contest Provisions. Notwithstanding anything to the contrary in this Agreement (aincluding Article VII): (i) Purchaser shall will promptly notify Seller in writing upon receipt by the Purchaser, any of its Affiliates or or, after the Closing Date, an Acquired Company of notice of any pending or threatened Tax Contest that may affect the Tax liabilities audits, inquiries or assessments, or other legal proceedings relating to Taxes of the an Acquired Company for which Seller Purchaser or USA Holdco would its Affiliate may be required entitled to indemnify Purchaser pursuant to indemnification under Section 8.1(a5.11 (a “Tax Contest Claim”); provided, however, that the failure or delay by Purchaser to promptly provide notice of a Tax Contest Claim will not affect Purchaser’s failure so right to notify Seller shall not limit Purchaser’s rights under this Article 8 indemnification hereunder except to the extent that Seller clearly demonstrates that its defense of such Tax Contest Claim is materially actually prejudiced by such failurethereby. Such notice will include a copy of the relevant portion of any correspondence received from the relevant Governmental Authority. (bii) Seller and USA Holdco shall will have the right to represent control the Company’s interests in conduct of any Tax Contests relating Contest Claim which relates solely to one or more taxable years or periods ending that end on or before the Closing Date, and to employ counsel of their Seller’s choice at their expense, its own cost; provided, however, that (A) Seller will keep Purchaser informed, on a reasonably prompt basis, regarding the progress and USA Holdco shall have first notified substantive aspects of any such Tax Contest Claim and will provide Purchaser in writing (1) with copies of their intention any correspondence to do so; (2) or from the identity of counselapplicable taxing authority, if any, chosen by Seller or USA Holdco in connection therewith; and (3B) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with will not compromise or settle any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained herein, none of Seller or USA Holdco shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Tax Contest Claim without the obtaining Purchaser’s prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) if such compromise or settlement could reasonably be expected to increase the Taxes of Purchaser or any Acquired Company for any taxable period (or portion thereof) after the Closing Date (ignoring for this purpose any immaterial increases in Taxes). If Seller does not timely control the conduct of a Tax Contest Claim pursuant to this Section 5.11(f)(ii), then Purchaser will keep Seller reasonably informed regarding the progress and substantive aspects of such Tax Contest Claim and Purchaser will not compromise or settle any such Tax Contest Claim in a manner that would result in additional Liability of Seller for Taxes without obtaining Seller’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). (diii) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (Seller and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party Purchaser shall be required entitled to concede jointly control the amount conduct of any Tax Contest Claim which relates to any Straddle Tax Period, and in connection therewith, each of Seller and Purchaser shall be entitled to employ counsel of its choice at its own cost. To the extent that Seller and Purchaser assume joint control of any such Tax Contest Claim, neither Seller nor Purchaser will compromise or settle such Tax Contest Claim without obtaining the other party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). If Seller does not timely assume joint control of the conduct of a Tax Contest Claim pursuant to this Section 5.11(f)(iii), then Purchaser will control the conduct of such Tax Contest Claim and will keep Seller reasonably informed regarding the progress and substantive aspects of such Tax Contest Claim and Purchaser will not compromise or settle any such Tax Contest Claim in a manner that could be reasonably expected to result in additional Liability of Seller for Taxes without obtaining Seller’s prior written consent (which such Party is liable in order to mitigate the Taxes of another Partyconsent will not be unreasonably withheld, conditioned or delayed).

Contest Provisions. (a) Purchaser Parent shall promptly notify Seller the Stockholders’ Representative in writing upon receipt by Purchaser, Parent or any of its Affiliates or the Company Phoenix or any of its Subsidiaries of notice of any pending or threatened federal, state, local or foreign Tax Contest that audits or assessments which may materially affect the Tax liabilities Liabilities of the Company Phoenix or any of its Subsidiaries for which Seller or USA Holdco the Stockholders who hold Non-Plan Shares and Optionholders would be required to indemnify Purchaser Parent pursuant to Section 8.1(a6.9(a); provided, provided that Purchaser’s failure so to notify Seller comply with this provision shall not limit Purchaseraffect Parent’s rights under this Article 8 right to indemnification hereunder except to the extent Seller is such Stockholders have been materially prejudiced by as a result of such failure. (b) Seller and USA Holdco . The Stockholders’ Representative shall have the right to represent the Company’s Phoenix or any of its Subsidiaries’ interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, and to employ counsel of their its choice at their its expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco the Stockholders’ Representative shall not be 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 attributable to Phoenix or any of Purchaser or its Subsidiaries for which Purchaser and any period after the Company are not entitled Closing Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, including the imposition of income tax Tax deficiencies, the calculation of reserve items, the reduction of asset bases 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 PurchaserParent. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts necessary to mitigate the amount extent that the Stockholders have indemnified Parent against the effects of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (a) Purchaser shall promptly notify In the event (i) any Seller in writing upon receipt by Purchaser, any of or their Affiliates or (ii) Buyer or its Affiliates or the Company of receive notice of any pending or threatened Tax Contest that audits or assessments or other disputes concerning Taxes with respect to which the other party may affect the Tax liabilities of the Company for which Seller or USA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall not limit Purchaser’s rights incur liability under this Article 8 except VIII, the party in receipt of such notice shall promptly notify the other party of such matter in writing, provided that failure to comply with this provision shall not affect a party's right to indemnification hereunder unless such failure materially adversely affects the extent Seller is materially prejudiced by party's ability to challenge such failureTax audits or assessments. (b) Seller and USA Holdco The Sellers shall have the sole right to represent the Company’s interests of the Acquired Companies in any Tax Contests audit or administrative or court proceeding relating solely to any Tax for any taxable years or periods period ending on or before the Closing Balance Sheet Date, and to employ counsel of their choice at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco the Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes with respect to any Tax Return of any of the Acquired Companies that is not prepared on a consolidated, combined or unitary basis which would materially adversely affect the liability for Taxes of Purchaser Buyer or the Acquired Companies for which Purchaser and any period after the Company are not entitled Balance Sheet Date to full indemnification pursuant to this Agreement any extent (including, but not limited to, the imposition of income tax Tax deficiencies, the calculation of reserve items, the reduction of asset bases basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carryforwardscarry forwards) without the prior written consent of Purchaser. Such Buyer, which consent shall not be unreasonably withheld, delayed or conditionedand such consent shall not be necessary to the extent that the Sellers have indemnified Buyer against the effect of any such settlement. (c) Seller and USA Holdco Buyer shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at have the sole discretion right to represent the interests of Purchaser, the Acquired Companies in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending on) or beginning after the Balance Sheet Date and to employ counsel of its choice at Seller’s or USA Holdco’s sole its expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company provided that Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for regarding Taxes that would be adversely affect the subject liability of indemnification by Seller the Sellers for any Taxes for any period ending on or USA Holdco under Section 8.1(a) before the Balance Sheet Date or for any Straddle Period, without the prior written consent of Seller and USA Holdcothe Sellers' Representative, which consent shall not be unreasonably withheldwithheld and shall not be required to the extent that Buyer has indemnified the Sellers against the effects of such settlement. Where consent to a settlement is withheld by the Sellers' Representative pursuant to this section, delayed the Sellers may continue or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and initiate any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes)further proceedings at their own expense, provided that no Party the liability of Buyer, after giving effect to this Agreement, shall be required to concede not exceed the amount of any Tax for which such Party is liable in order to mitigate liability that would have resulted from the Taxes of another Partysettlement or amended return.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon Promptly after receipt by PurchaserHoldings or the 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 Affiliates assets (“Tax Authority”) relating to Taxes of ProMed Company and/or ProMed Subsidiary with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Holdings or the Company of Principal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any pending notice or threatened other document received from any Taxing Authority in respect of any such asserted Tax Contest that may affect the Tax liabilities Claim. The failure of the Company for which Seller or USA Holdco would be required Principal ProMed Shareholders to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall receive prompt notice from Holdings as provided in this Agreement will not limit Purchaser’s rights relieve the Principal ProMed Shareholders of any of his indemnification obligations under this Article 8 Agreement except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall 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 Contests audit or administrative or court proceeding relating solely to taxable years Pre-Closing Tax Periods as to any issues that could materially affect the Principal ProMed Shareholders’ liability for Taxes or periods ending on or before the Closing Dateindemnification obligations, and to employ counsel (reasonably acceptable to Holdings) of the Principal ProMed Shareholders’ choice at its expense; provided, however, that Holdings and their choice representatives will be permitted, at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for present at any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall the Principal ProMed Shareholders will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser Holdings, ProMed Company or ProMed Subsidiary for which Purchaser and any period after the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Closing Date without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at Holdings unless the sole discretion Principal ProMed Shareholders makes adequate provision to the satisfaction of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume Holdings to indemnify Holdings against the entire defense effects of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon Promptly after receipt by PurchaserGroup or the 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 Pomona or any of its Affiliates assets (“Tax Authority”) relating to Taxes of ProMed Pomona with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient will promptly notify Group or the Company of Principal ProMed Shareholders, as applicable. Such notice will contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and will include copies of any pending notice or threatened other document received from any Taxing Authority in respect of any such asserted Tax Contest that may affect the Tax liabilities Claim. The failure of the Company for which Seller or USA Holdco would be required Principal ProMed Shareholders to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall receive prompt notice from Group as provided in this Agreement will not limit Purchaser’s rights relieve the Principal ProMed Shareholders of any of his indemnification obligations under this Article 8 Agreement except to the extent Seller is materially prejudiced by such failure. (b) Seller and USA Holdco shall 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 CompanyProMed Pomona’s interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years Pre-Closing Tax Periods as to any issues that could materially affect the Principal ProMed Shareholders’ liability for Taxes or periods ending on or before the Closing Dateindemnification obligations, and to employ counsel (reasonably acceptable to Group) of the Principal ProMed Shareholders’ choice at its expense; provided, however, that Group and their choice representatives will be permitted, at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for present at any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall the Principal ProMed Shareholders will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser Group or ProMed Pomona for which Purchaser and any period after the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Closing Date without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at Group unless the sole discretion Principal ProMed Shareholders makes adequate provision to the satisfaction of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume Group to indemnify Group against the entire defense effects of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA Holdco, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partysettlement.

Contest Provisions. (a) Purchaser shall promptly notify Seller in writing upon Promptly after receipt by Purchaserthe Prospect Parties or 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 StarCare, APAC and/or Pinnacle or any of its Affiliates assets (“Tax Authority”) relating to Taxes of StarCare, APAC and/or Pinnacle with respect to a StarCare/Shareholder Tax Period or APAC/Pinnacle/Shareholder Tax Period (a “Tax Claim”), the Company of recipient will promptly notify the Prospect Parties or Shareholder, as applicable. Such notice of any pending or threatened Tax Contest that may affect the Tax liabilities of the Company for which Seller or USA Holdco would be required to indemnify Purchaser pursuant to Section 8.1(a); provided, that Purchaser’s failure so to notify Seller shall not limit Purchaser’s rights under this Article 8 except will contain factual information (to the extent Seller is materially prejudiced 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 failure. (b) Seller and USA Holdco shall asserted Tax Claim. The Shareholder will have the right to represent the CompanyStarCare’s and/or APAC’s interests in any Tax Contests audit or administrative or court proceeding relating solely to taxable years any StarCare/Shareholder Tax Period or periods ending on APAC/Pinnacle/Shareholder Tax Period as to any issues that could materially affect the Shareholder’s liability for Taxes or before the Closing Dateindemnification obligations, and to employ counsel (reasonably acceptable to the Prospect Parties) of the Shareholder’s choice at its expense; provided, however, that the Prospect Parties and their choice representatives will be permitted, at their expense, provided, that Seller and USA Holdco shall have first notified Purchaser in writing (1) of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for present at any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceeding. Notwithstanding anything to the contrary contained hereinforegoing, none of Seller or USA Holdco shall Shareholder will not be entitled able to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser any of the Prospect Parties, StarCare, APAC or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) Pinnacle without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their own expense in the defense of any other Tax Contest which may be the subject of indemnification by Seller or USA Holdco pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim. Neither Purchaser nor the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would be the subject of indemnification by Seller or USA Holdco under Section 8.1(a) without the prior written consent of Seller and USA HoldcoProspect Parties, which consent shall not be unreasonably withheld, delayed unless the Shareholder makes adequate provision to the satisfaction of the Prospect Parties to indemnify the Prospect Parties against the effects of any such settlement. In order to allow the Shareholder to respond to a Tax Claim involving any StarCare/Shareholder Tax Period or conditioned. APAC/Pinnacle/Shareholder Tax Period, the Prospect Parties agree to allow Shareholder reasonable access to the books and records of the applicable Gateway Party facing a Tax Claim for periods on or before December 31, 2003 in the case 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 (d) Any Indemnified Party seeking indemnification under this Article 8 it being understood and agreed, however, that the extent to which such payments shall use reasonable efforts be treated as dividends for tax purposes shall depend upon the cumulative and 2004 earnings and profits of StarCare). In addition to mitigate 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 its Taxes (and any reasonable expenses, including reasonable fees StarCare distributions that will be treated as dividends for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Partytax purposes.

Contest Provisions. (ai) Purchaser Buyer shall promptly notify Seller API in writing upon receipt by PurchaserBuyer, any of its Affiliates affiliates or any of the Company Companies of notice of any pending or threatened Tax Contest that federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the Tax tax liabilities of the Company Companies for any taxable year or period that ends on or before the Closing Date or for which Seller or USA Holdco Sellers would be required to indemnify Purchaser Buyer pursuant to Section 8.1(a); provided5.8(d) of this Agreement, provided that Purchaser’s the failure so to notify Seller comply with this provision shall not limit Purchaser’s rights under this Article 8 except affect Buyer's right to the extent Seller is materially prejudiced by such failureindemnification hereunder. (bii) Seller and USA Holdco API or its designee shall have the sole right to represent the Company’s Companies' interests in any Tax Contests tax audit or administrative or court proceeding relating solely to taxable years or periods ending on or before the Closing Date, Date and to employ counsel of their its choice at their its sole expense, provided, unless there is a reasonable probability that Seller and USA Holdco shall have first notified Purchaser in writing (1) the outcome of their intention to do so; (2) the identity of counsel, if any, chosen by Seller or USA Holdco in connection therewith; and (3) that Seller and USA Holdco agree that Seller and USA Holdco shall be liable for any Taxes and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes that result from such audit or proceedingproceeding may have a material effect on Buyer or any Company in respect of Taxes relating to any Post-Closing Period. Notwithstanding anything to the contrary contained hereinIn such case, none of Seller or USA Holdco Buyer shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes that would materially adversely affect the liability for Taxes of Purchaser or for which Purchaser and the Company are not entitled to full indemnification pursuant to this Agreement (including, but not limited to, the imposition of income tax deficiencies, the calculation of reserve items, the reduction of asset bases or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld, delayed or conditioned. (c) Seller and USA Holdco shall be entitled to participate at their its own expense in the defense of any other such claim for Taxes. Neither API nor its designee may agree to settle any Tax Contest claim in respect of any Pre-Closing Period if such settlement would have a material effect on Buyer or any Company in respect of Taxes relating to any Post-Closing Period without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (iii) Buyer or its designee shall have the sole right to represent the Companies' interests in any tax audit or administrative or court proceeding relating to taxable periods ending after the Closing Date and to employ counsel of its choice at its sole expense. API or its designee shall be entitled to participate at its own expense in the defense of any claim for Taxes in respect of a taxable year or period ending after the Closing Date which may be the subject of indemnification by Seller or USA Holdco Sellers pursuant to Section 8.1(a) and, with the written consent of Purchaser, which consent shall be granted at the sole discretion of Purchaser, and at Seller’s or USA Holdco’s sole expense, may assume the entire defense of such tax claim5.8(d). Neither Purchaser Buyer nor the Company shall be entitled Companies may agree to settle, either administratively or after the commencement of litigation, settle any Tax claim for Taxes that would which may be the subject of indemnification by Seller or USA Holdco Sellers under Section 8.1(a5.8(d) of this Agreement without the prior written consent of Seller and USA HoldcoAPI, which consent shall not be unreasonably withheld, delayed or conditioned. (d) Any Indemnified Party seeking indemnification under this Article 8 shall use reasonable efforts to mitigate the amount of its Taxes (and any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with any such Taxes), provided that no Party shall be required to concede the amount of any Tax for which such Party is liable in order to mitigate the Taxes of another Party.