Common use of Contest Provisions Clause in Contracts

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns under Section 3.1 (the “Responsible Party”), shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheld

Contest Provisions. (ai) The party responsible Purchaser shall promptly notify SymmetriCom in writing upon receipt by Purchaser, any of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which may affect any Income Tax liability for preparation and filing which SymmetriCom is liable pursuant to paragraph (a)(i) of this Section 6.09, provided that failure to comply with this provision shall not affect Purchaser's right to indemnification hereunder except to the extent such failure materially impairs SymmetriCom's ability to contest any such Income Tax Returns under Section 3.1 liabilities. (the “Responsible Party”), ii) SymmetriCom shall have the exclusive sole right to control, contestrepresent the Company's interests in any Income Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and represent to employ counsel of its choice at its expense. In the interests case of Parentany Straddle Period, Spinco and their respective Affiliates SymmetriCom shall be entitled to participate at its expense in any Tax controversy, including audit or administrative or court proceeding relating (without limitationin whole or in part) any audit, protest, or claim for refund to Taxes attributable to the Appeals Division portion of such Straddle Period ending on and including the IRSClosing Date and, competent authority proceeding with the written consent of Purchaser, and litigation in Tax Court at SymmetriCom's sole expense, may assume the entire control of such audit or any other court of competent jurisdiction proceeding. Purchaser and SymmetriCom each agrees not to (a “Tax Controversy”and Purchaser shall cause its Affiliates, including, after the Closing Date, the Company, and the Company shall cause its Affiliates, not to) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of settle any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for claim which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss the subject of a material Tax Benefit to indemnification by the other party totaling at least $250,000 pursuant to Section 6.09 without such other party’s consent, the prior written consent of the indemnifying party (which consent shall not to be unreasonably withheld).

Contest Provisions. (a1) The party responsible Subject to the next sentence, with respect to any Tax Contest (except for preparation any Tax Contests governed by Section 4.25 and filing Section 4.25 of the Bank Disclosure Schedules) that relates solely to a Pre-Closing Tax Returns under Section 3.1 Period, Seller shall control, at its own expense, proceedings taken in connection with such Tax Contest (including selection of counsel) and, without limiting the “Responsible Party”foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, at its own expense and in its sole discretion, either pay the Tax and xxx for a refund where applicable Law permits such refund suits or contest the Tax Contest in any permissible manner. Notwithstanding the foregoing, with respect to any Tax Contest described in the preceding sentence, Seller shall not (i) settle, compromise or abandon any such Tax Contest without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent that an adverse determination in such Tax Contest would result in a material Tax liability of Purchaser, the Bank Entities or any of their Affiliates in a Tax period that ends after the Closing, or could resolve an issue that could reasonably be expected to recur in a subsequent period, the resolution of which could bind or reasonably prejudice the resolution of such issue in any subsequent period or (ii) conduct any such Tax Contest in a manner that could result in material disruptions for Purchaser or any Bank Entity (for example, by contesting a Tax prior to payment in a manner that prevents Purchaser or any Bank Entity from receiving withholding clearance certificates or other documentation from an applicable taxing authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis), . (2) Purchaser shall have the exclusive right to control, contest, and represent control the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution conduct of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue Contest that relates to a Straddle Period (except for any Tax Contests governed by Section 4.25 and Section 4.25 of Spinco the Bank Disclosure Schedules) so long as the matter does not relate to federal Taxes or state, local or foreign income Taxes applicable to the Bank Entities or Seller (or Affiliate) for any Spinco Affiliate or period prior to the Closing Date. If a Tax Contest (except for any Tax Contests governed by Section 4.25 and Section 4.25 of the Bank Disclosure Schedules) that could give rise relates to a liability Straddle Period does relate to federal Taxes or state, local or foreign income Taxes applicable to the Bank Entities or Seller, the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Contest, provided that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of such Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement Contest, (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to ii) the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Controlling Party shall provide consult with the Non-Controlling Party before taking any significant action in connection with such other party Tax Contest, (at iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such other party’s expenseTax Contest, (iv) reasonable participation rights with respect the Non-Controlling Party shall be entitled to so much of participate in such Tax Contest, (v) the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Controlling Party shall not settle settle, compromise, or otherwise voluntarily resolve or disclose abandon any such Tax Controversy Contest without obtaining the prior written consent of the Non-Controlling Party, which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, consent shall not to be unreasonably withheld, conditioned or delayed and (vi) the Controlling Party shall not conduct any such Tax Contest in a manner that could result in material disruptions for Purchaser or any Bank Entity (for example, by contesting a Tax prior to payment in a manner that prevents Purchaser or any Bank Entity from receiving withholding clearance certificates or other documentation from an applicable Taxing authority

Contest Provisions. (a) The party Party responsible for preparation and filing a Tax Returns Return under Section 3.1 3.01 (the “Responsible Party”), ) shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates the other Parties in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding proceeding, and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c3.03(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall notify Holdco in writing within 60 days of the initiation of any of Tax audits and litigation involving any issue that could give rise to a liability of Holdco or Bank under Section 2.02 and shall use reasonable efforts to keep Spinco Holdco advised as to the status of Tax audits and litigation; and Holdco shall notify Parent in writing within 60 days of the initiation of any Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco Parent or any Spinco an Affiliate under this Agreement, Section 2.2 and Spinco shall use reasonable efforts to keep Parent Holdco advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement litigation, (in each case, a “Liability Issue”). Parent and Spinco Holdco shall promptly furnish to each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other partyParty. Without limiting the foregoing, Parent and Spincoor Holdco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its AffiliateHoldco, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b3.02(b). (c) Notwithstanding anything in Section 5.2(a),3.03(a) to the contrary: (i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 any Party totaling at least $250,000100,000, but such party Party is not the Responsible Party, then the Responsible Party shall provide such other party Party (at such other partyParty’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party Party may be responsible; and (ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party Party totaling at least $250,000 50,000 without such other partyParty’s consent, not to be unreasonably withheld; provided that Parent shall be entitled to participate in such determination.

Contest Provisions. Seller shall represent the Seller Consolidated Group in any federal, state, local or foreign Tax action, suit, investigation, audit, or assessment with respect to Taxes of the Seller Consolidated Group. Upon receipt by Seller or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax action, suit, investigation, audits or assessments related to the Acquired Companies, the Business, or the Transferred Assets (a) The party responsible for preparation and filing Tax Returns under Section 3.1 (the a “Responsible PartyBusiness Taxes Audit”), Seller shall promptly notify Buyer in writing. Seller shall have the exclusive right to control, contestrepresent the Seller Consolidated Group’s interests in any Business Taxes Audit, and represent the interests to employ counsel of ParentSeller’s choice at Seller’s expense; provided, Spinco and their respective Affiliates in any Tax controversy, including that: (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party Seller shall provide such other party (at such other party’s expense) reasonable participation rights keep Buyer reasonably informed and consult with Buyer with respect to so much of the Tax Controversy as relates any issue relating to such Business Taxes for which such other party may be responsible; and Audit, and (ii) A Responsible Party Seller shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss such Business Taxes Audit without the consent of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, Buyer (not to be unreasonably withheld, conditioned, or delayed). Buyer shall control all federal, state, local or foreign Tax action, suit, investigation, audit, or assessment with respect to Taxes of the Buyer or any of its Affiliates (including the Acquired Companies). Upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax action, suit, investigation, audits or assessments related to Taxes for which Seller may be liable pursuant to this Agreement (“Indemnified Taxes Audit”), Buyer shall promptly notify Seller in writing. Buyer shall have the right to represent the Acquired Companies’ interests in any Indemnified Taxes Audit, and to employ counsel of Buyer’s choice at Buyer’s expense; provided, that: (i) Buyer shall keep Seller reasonably informed and consult with Seller with respect to any issue relating to such Indemnified Taxes Audit, and (ii) Buyer shall not settle any such Indemnified Taxes Audit without the consent of Seller (not to be unreasonably withheld, conditioned, or delayed).

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns the Taxes under Section 3.1 2.1 (the “Responsible Party”), shall shall, with respect to a Tax Return, have the exclusive right to control, contest, and represent the interests of ParentXxxx Xxx, Spinco HBI and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c5.2(d)(ii) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent Notwithstanding anything to the contrary in Section 5.2(a), Xxxx Xxx shall be the Responsible Party with respect to (i) all Tax Returns for the Xxxx Xxx Consolidated Group and Xxxx Xxx Group, and (ii) all Straddle Period Tax Returns and Tax Returns for a Combined Jurisdiction which include a tax period for which Xxxx Xxx is responsible for the Taxes under Section 2.1. (c) Xxxx Xxx shall use reasonable efforts to keep Spinco HBI advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco HBI or any Spinco HBI Affiliate or that could give rise to a liability of Spinco HBI or any Spinco HBI Affiliate under this Agreement, and Spinco HBI shall use reasonable efforts to keep Parent Xxxx Xxx advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent Xxxx Xxx or any Parent Xxxx Xxx Affiliate or could give rise to a liability of Parent Xxxx Xxx or any Parent Xxxx Xxx Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withhelda

Contest Provisions. (a) The party responsible for preparation Subject to the cooperation provisions in Section 4.2 and filing Tax Returns under Article V hereof and to this Section 3.1 (the “Responsible Party”)4.3, Torchmark shall have full responsibility and discretion in the exclusive right to control, contest, and represent the interests handling of Parent, Spinco and their respective Affiliates in any Tax controversycontroversy with respect to any Tax Return which Torchmark is required to file or cause to be filed hereunder, including (including, without limitation) any , an audit, protest, or claim for refund a protest to the Appeals Division of the IRS, competent authority proceeding other administrative appeals, and litigation in Tax Court or any other court of competent jurisdiction (a “"Tax Controversy”) related to such Tax Return"). Subject to Section 5.2(c) hereof, such exclusive right shall include In the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of event a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or involves items that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status payment of Tax audits for which WRFI would be liable or a refund of Tax for which WRFI would be entitled hereunder (a "WRFI Item") and litigation involving any issue also involves items that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability payment of Parent Tax for which Torchmark would be liable or any Parent Affiliate under this Agreement a refund of Tax for which Torchmark would be entitled hereunder (in each case, a “Liability Issue”"Torchmark Item"). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party Torchmark shall provide such other party (at such other party’s expense) reasonable participation rights advise and consult with WRFI with respect to so much of the such Tax Controversy as relates to Taxes for and any proposed settlement thereof which such other party may be responsible; and ii) A Responsible Party affects the WRFI Items, and shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy WRFI Item without WRFI's consent (which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, may not to be unreasonably withheld). WRFI and its representatives, at WRFI's expense, shall be entitled to participate in all conferences, meetings, or proceedings with any Tax Authority, the subject matter of which includes or affects any WRFI Item, and shall be entitled to participate in all appearances before any court, the subject matter of which includes or affects any WRFI Item. The right to participate shall include, without limitation, discretion to control the content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses, and the negotiation of stipulations of fact with respect to the WRFI Items. In the event a Tax Controversy involves only WRFI Items, and has no affect on Torchmark Items, then upon request by WRFI, WRFI shall have full responsibility and discretion in the handling, at WRFI's expense, of such Tax Controversy with Torchmark's cooperation as set forth in Section 4.2 and Article V hereof.

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns the Taxes under Section 3.1 2.1 (the “Responsible Party”), shall shall, with respect to a Tax Return, have the exclusive right to control, contest, and represent the interests of ParentSxxx Xxx, Spinco HBI and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c5.2(d)(ii) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent Notwithstanding anything to the contrary in Section 5.2(a), Sxxx Xxx shall be the Responsible Party with respect to (i) all Tax Returns for the Sxxx Xxx Consolidated Group and Sxxx Xxx Group, and (ii) all Straddle Period Tax Returns and Tax Returns for a Combined Jurisdiction which include a tax period for which Sxxx Xxx is responsible for the Taxes under Section 2.1. (c) Sxxx Xxx shall use reasonable efforts to keep Spinco HBI advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco HBI or any Spinco HBI Affiliate or that could give rise to a liability of Spinco HBI or any Spinco HBI Affiliate under this Agreement, and Spinco HBI shall use reasonable efforts to keep Parent Sxxx Xxx advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent Sxxx Xxx or any Parent Sxxx Xxx Affiliate or could give rise to a liability of Parent Sxxx Xxx or any Parent Sxxx Xxx Affiliate under this Agreement (in each case, a “Liability Issue”). Parent Sxxx Xxx and Spinco HBI shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent Sxxx Xxx and SpincoHBI, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent Sxxx Xxx or its Affiliate or by Spinco HBI or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b5.2(c). (cd) Notwithstanding Section 5.2(a), i) To With respect to any Tax Controversy, to the extent a party may be responsible for Taxes under Section 2.1 with respect to a given Tax Return or to the extent resolution of any the Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000party, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a material Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheld.

Contest Provisions. (a) The party Party responsible for preparation and filing a Tax Returns Return under Section 3.1 3.01 (the “Responsible Party”), ) shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates the other Parties in any Tax controversy, including (without limitation) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding proceeding, and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c3.03(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall notify Holdco in writing within 60 days of the initiation of any of Tax audits and litigation involving any issue that could give rise to a liability of Holdco or Bank under Section 2.02 and shall use reasonable efforts to keep Spinco Holdco advised as to the status of Tax audits and litigation; and Holdco shall notify Parent in writing within 60 days of the initiation of any Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco Parent or any Spinco an Affiliate under this Agreement, Section 2.2 and Spinco shall use reasonable efforts to keep Parent Holdco advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement litigation, (in each case, a “Liability Issue”). Parent and Spinco Holdco shall promptly furnish to each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other partyParty. Without limiting the foregoing, Parent and Spincoor Holdco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its AffiliateHoldco, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b3.02(b). (c) Notwithstanding anything in Section 5.2(a),3.03(a) to the contrary: (i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 any Party totaling at least $250,000____________, but such party Party is not the Responsible Party, then the Responsible Party shall provide such other party Party (at such other partyParty’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party Party may be responsible; and (ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party Party totaling at least $250,000 ______ without such other partyParty’s consent, not to be unreasonably withheld; provided that Parent shall be entitled to participate in such determination.

Contest Provisions. (ai) The party responsible for preparation and filing Tax Returns under Section 3.1 (the “Responsible Party”), Seller shall have the exclusive right authority to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) control any audit, protestexamination, dispute, litigation or other proceeding in respect of Taxes, initiate any claim for refund refund, amend any Tax Return, and contest, settle, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to the Appeals Division of the IRSany Tax liability (each, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax ControversyContest”) for which Seller is or may be obligated to indemnify Purchaser under Section 7.11(f). After the Closing, Purchaser shall promptly notify Seller (but in any event within twenty (20) days, or such shorter period as is required, necessary or advisable to enable Seller to comply with Law, including as may be required, necessary or advisable to answer summons of complaints or generally answering Actions within periods and deadlines required by Law), of receipt by Purchaser or Bank or any of their Affiliates of written notice of any such Tax Contest for which Seller is or may be obligated to indemnify Purchaser under Section 7.11(f)(i). In addition to the foregoing, Purchaser shall promptly provide to Seller copies of all written notices and other documents received by Purchaser or Bank or any of their respective affiliates relating to any such Tax Contest. (ii) After the Closing, Purchaser shall (at its sole cost and expense) have the right to control any Tax Contest not described in Section 7.11(d)(i); provided that, to the extent that such Tax Contest involves an issue that, by application of similar principles, could reasonably be expected to result in the proposal or assertion of a Tax deficiency for another year not so examined for which Seller would be required to indemnify Purchaser pursuant to Section 7.11(f): (A) Seller may (at its own expense) participate in the audit, examination, dispute, litigation or other proceeding related to such Tax Return. Subject to Section 5.2(cContest, (B) hereof, such exclusive right Purchaser shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Seller timely informed with respect to so much the commencement, status and nature of such Tax Contest, (C) Purchaser shall (and shall cause its Affiliates to) act in good faith to (x) timely and diligently resolve such Tax Contest and (y) consider any reasonable comments proposed by the Seller that are related to the defense of such Tax Controversy as relates to Taxes for which such other party may be responsible; and iiContest, and (D) A Responsible Party Purchaser shall not settle (and shall cause its Affiliates not to) settle, compromise or otherwise voluntarily resolve dispose of such Tax Contest if such settlement, compromise or disclose any Tax Controversy which disposition could give rise reasonably be expected to a Tax Detriment or loss adversely affect Seller without the consent of a material Tax Benefit to the other party totaling at least $250,000 without Seller, such other party’s consent, consent not to be unreasonably withheld, conditioned or delayed. (iii) If notice required by Section 7.11(d)(i)is not given to Seller or Purchaser, as applicable, within a sufficient period of time to allow Seller or Purchaser, as applicable, to effectively contest such Tax Contest, or in reasonable detail to apprise Seller or Purchaser, as applicable, of the nature of the Tax Contest, in each case taking into account the facts and circumstances with respect to such Tax Contest, Seller or Purchaser, as applicable, shall not be liable to the other party or any of its Affiliates to the extent that such other party’s ability to effectively contest such Tax Contest is materially prejudiced as a result thereof.