Common use of Contest Provisions Clause in Contracts

Contest Provisions. Promptly after receipt by the Buyer or any Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating to Taxes of the Company with respect to a Pre-Closing Tax Period (a “Tax Claim”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; provided, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitely.

Contest Provisions. Promptly after receipt by If, subsequent to the Buyer Closing, Parent or any Seller of written the Company receives notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any a Tax Authority relating to Taxes of the Company Contest with respect to any Tax Return for a Tax period or portion thereof ending on or before the Closing Date (a “Pre-Closing Tax Period (a “Tax ClaimReturn”), then within fifteen (15) days after receipt of such notice, the recipient Parent shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies Shareholder Representative of any notice or other document received from any taxing authority in respect of any such asserted Tax Claimnotice. The Sellers Shareholder Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsContest, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at if any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for issues raised in such Tax Contest could have an impact on Taxes of the Buyer or the Company for any a Tax period or portion thereof beginning on or after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; provided, however, if Buyer does not consent to (a settlement agreed to in principal by the IRS and the Sellers, and additional “Post-Closing Tax liability results to the Sellers as a result of failing to accept the terms of such settlementPeriod”), then the Buyer Shareholder Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have an impact on Taxes of the Company in any Post-Closing Tax Period provided, further, that if the Shareholders are not reasonably expected to fully indemnify Parent Indemnitees pursuant to this Agreement for any Losses arising from such Tax Contest, then the Sellers against Shareholder Representative shall afford Parent the opportunity to control jointly the conduct and resolution of such additional Tax liability no later than 10 days after demand by Contest. If the SellersShareholder Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Shareholder Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without Shareholder Representative written consent, which shall not be unreasonably withheld. The indemnity provided Each party shall bear its own costs for herein shall survive indefinitelyparticipating in such Tax Contest. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes.

Contest Provisions. Promptly after (i) Buyer shall promptly notify Seller in writing upon receipt by Xxxxx, any of Buyer’s Affiliates or the Buyer or any Seller Company of written notice of any pending or threatened federal, state, local or foreign Tax audits or assessments or court proceedings which are reasonably expected to affect the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating to Taxes liabilities of the Company with respect for which Seller would be required to a Pre-Closing Tax Period indemnify Buyer pursuant to Section 6.03(a) (each a “Tax Claim”); provided that provided that Xxxxx’s failure to comply, or failure to timely comply, with this provision shall not affect Buyer’s right to indemnification hereunder except to the recipient extent Seller is materially prejudiced by such failure or delay. Seller shall promptly notify the Buyer in writing upon receipt by Seller or the Sellers, as applicable. Such any of Seller’s Affiliates of notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice pending or other document received from any taxing authority in respect threatened federal, state, local or foreign Tax audits or assessments which may affect the Tax liabilities of any such asserted Tax Claim. The Sellers the Company. (ii) Seller or its designees, at Seller’s expense, shall have the right right, at its election, to represent and control the Company’s interests in any Tax audit or administrative or court proceeding Claim relating to Pre-taxable years or periods of the Company ending on or before the Closing Tax Periods as to any issues that could materially affect the Sellers’ liability Date for Taxes or indemnification obligationswhich Seller may be liable under Section 6.03(a), and to employ counsel of its choice and expense. Seller will (i) keep Buyer reasonably acceptable informed with respect to the Buyercommencement, status and nature of any Tax Claim controlled by Seller, including the status of any settlement negotiations, (ii) of permit the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in (but not control) any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of Claim (at the Buyer. The Sellers shall ’s sole expense), and (iii) not be entitled to settle, either administratively settle or after the commencement of litigation, compromise any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date such Tax Claim without the prior written consent of the Buyer unless adequate provision Buyer, such consent not to indemnify the Buyer against the effects be unreasonably withheld, conditioned or delayed. If Seller fails to assume control of any Tax Claim within thirty (30) days of the date following the receipt of notice of such Tax Claim, Buyer shall have the right, but not the obligation, to assume control of such Tax Claim at its own expense, provided that Buyer will (i) keep Seller reasonably informed with respect to the commencement, status and nature of any Tax Claim controlled by Buyer, including the status of any settlement is made by negotiations, (ii) permit the Sellers; provided, however, if Buyer does Seller to participate in (but not consent to a settlement agreed to in principal by control) any such Tax Claim (at the IRS and the SellersSeller’s sole expense), and additional (iii) not settle or compromise any such Tax liability results Claim without the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed. Each of Buyer and Seller will, and will cause their Affiliates, as applicable, to reasonably cooperate with the Sellers as a result other party and its designees in handling any such Tax Claim. (iii) This Section 6.03(e) shall control with respect to any Tax Claims in the event of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelyany conflicting provisions under Article VIII with respect hereto.

Contest Provisions. Promptly after receipt by If, subsequent to the Buyer Closing, any of Parent, the Company or any Seller of written notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating to Taxes Subsidiaries of the Company receives notice of a Tax Contest with respect to any Tax Return for a Pre-Tax period or portion thereof ending on or before the Closing Tax Period Date, then within fifteen (a “Tax Claim”)15) days after receipt of such notice, the recipient Parent shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies Stockholder Representative of any notice or other document received from any taxing authority in respect of any such asserted Tax Claimnotice. The Sellers Stockholder Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsContest, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at if any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for issues raised in such Tax Contest could have an impact on Taxes of the Buyer or the Company for any a Tax period or portion thereof beginning on or after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; provided, however, if Buyer does not consent to (a settlement agreed to in principal by the IRS and the Sellers, and additional "Post-Closing Tax liability results to the Sellers as a result of failing to accept the terms of such settlementPeriod"), then the Buyer Stockholder Representative shall indemnify afford Parent the Sellers against opportunity to control jointly the conduct and resolution of the portion of such additional Tax liability no later than 10 days after demand by Contest which could have an impact on Taxes of the SellersCompany in any Post-Closing Tax Period. The indemnity If the Stockholder Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided for herein that Parent shall survive indefinitely.keep the Stockholder Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnifying Parties' indemnification obligations under this Agreement without Stockholder Representative written consent, which shall not be unreasonably withheld. Each 57

Contest Provisions. Promptly after receipt by (i) Notwithstanding anything to the Buyer contrary in this Agreement, each party hereto will, at its own expense, control any Tax Contest for any taxable period for which that party is charged with payment or any Seller of written notice of indemnification responsibility under this Agreement. In the assertion or commencement case of any claimTax Contest relating to a Straddle Period (to the extent such Tax Contest relates to or would affect Post-Closing Taxes) or Post-Closing Tax Period, audit, examination or other proposed change or adjustment by Parent will control such Tax Contest and will consult in good faith with the Equityholders’ Representative as to the conduct of such Tax Contest. In no event will the Equityholders’ Representative settle any Tax Authority Contest relating to Taxes of the Company with respect to a any Pre-Closing Tax Period (a “Tax Claim”)or, the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could settlement would affect Post-Closing Taxes, any Tax Contest relating to any Straddle Period, in a manner which would adversely affect Parent, without the Tax liability prior written consent of the Buyer. The Sellers shall Parent, which consent may not be entitled unreasonably withheld, conditioned or delayed. In no event will Parent, the Surviving Corporation or any of its Subsidiaries settle any Tax Contest relating to settleany Post-Closing Tax Period or, either administratively or after to the commencement of litigationextent such settlement would affect Pre-Closing Taxes, any claim for Taxes Tax Contest relating to any Straddle Period, in a manner which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date Equityholder, without the prior written consent of the Buyer unless adequate provision Equityholders’ Representative, which consent may not be unreasonably withheld, conditioned or delayed. (ii) Each party hereto will, at the expense of the requesting party, execute or cause to be executed any IRS Form 2848 power of attorney or other documents reasonably requested by such requesting party to enable it to take any and all actions such party reasonably requests with respect to any Tax Contest that the requesting party controls. (iii) Each party hereto will promptly forward to the other party all written notifications and other written communications, including if available the original envelope showing any postmark, from any Taxing Authority received by such party relating to any liability for Taxes for any taxable period for which a party is charged with payment or indemnification responsibility under this Agreement and each indemnifying party will promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party, and will not enter into any closing agreement or final settlement with any Taxing Authority with respect to any such liability without the Buyer against written consent of the effects indemnified parties, which consent may not be unreasonably withheld. The failure by a party to provide timely notice under this subsection will not relieve the other party from its indemnification obligations under this Agreement with respect to the subject matter of any such settlement is made by the Sellers; providednotification not timely forwarded, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results except to the Sellers as a result of failing to accept extent the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelyother party is actually harmed thereby.

Contest Provisions. Promptly after The Seller Representative and Sellers, on the one hand, and Buyer, the Company and its Subsidiaries, on the other hand, shall promptly notify each other upon receipt by the Buyer or any Seller such party of written notice of the assertion any inquiries, claims, assessments, audits, proceedings or commencement of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating similar events with respect to Taxes of the Company with respect relating to a Pre-Closing Tax Period or to that portion of a Straddle Period ending on the Closing Date (any such inquiry, claim assessment, audit, proceeding or similar event, a “Tax ClaimMatter”). If Sellers have any continuing indemnification obligations under Section IX.B.1(iii), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent knownunder Section IX.B.1(ii) describing the asserted Tax Claim in reasonable detail and shall include copies for breach of any notice representations or other document received from any taxing authority warranties in respect of any such asserted Tax Claim. The Sellers Section IV.H (Taxes), then the Seller Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating Matter (unless the amount of liability with respect to Pre-Closing such Tax Periods as Matter could reasonably be expected to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) exceed 125% of the Sellers’ choice at its expenseexcess of (i) the amount remaining under the Cap over (ii) the amount which could reasonably be expected to be paid in satisfaction of any pending but unresolved claims for indemnification, in which event Buyer shall have the right to control the conduct and resolution of such Tax Matter; provided, however, that Buyer shall keep the Seller Representative informed of all developments on a timely basis and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date resolve such Tax Matter without the prior Seller Representative’s written consent consent). Whenever the Seller Representative controls the conduct and resolution of a Tax Matter, the Seller Representative shall keep Buyer unless adequate provision to indemnify the Buyer against the effects informed of any such settlement is made by the Sellersall developments on a timely basis; provided, however, that if Buyer does not consent any of the issues raised in such Tax Matter could reasonably be expected to have an adverse impact on Taxes of the Company or its Subsidiaries for a settlement agreed to in principal by taxable period beginning (or the IRS and portion of a Straddle Period beginning) after the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlementClosing Date, then the Seller Representative shall afford Buyer the opportunity to control jointly the conduct and resolution of the portion of such Tax Matter which could have an adverse impact on such Taxes in such period or portion thereof. If the Seller Representative has the right to control the conduct and resolution of a Tax Matter but elects in writing not to do so within 15 days of receiving notice of such Tax Matter, then Buyer shall indemnify have the Sellers against right to control the conduct and resolution of such additional Tax liability no later than 10 days after demand by Matter; provided, however, that whenever Buyer has the right to control the conduct and resolution of any Tax Matter pursuant to this sentence, that Buyer shall keep the Seller Representative informed of all developments on a timely basis and Buyer shall not resolve such Tax Matter in a manner that could reasonably be expected to have an adverse impact on Sellers’ indemnification obligations under this Agreement without the Seller Representative’s written consent. The indemnity provided Each party shall bear its own costs for herein shall survive indefinitelyparticipating in any Tax Matter.

Contest Provisions. Promptly after receipt by If, subsequent to the Buyer Closing, any of Parent, the Company or any Seller of written the Company Subsidiaries receives notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any a Tax Authority relating to Taxes of the Company Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Tax Claim”"Pre-Closing Return"), the recipient then within fifteen (15) days after receipt of such notice, Parent shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies Securityholders' Representative of any notice or other document received from any taxing authority in respect of any such asserted Tax Claimnotice. The Sellers Securityholders' Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsContest, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at if any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for issues raised in such Tax Contest could have an impact on Taxes of the Buyer or the Company for any a Tax period or portion thereof beginning on or after the Closing Date without (a "Post-Closing Tax Period"), then the prior written consent Securityholders' Representative shall afford Parent the opportunity to control jointly the conduct and resolution of the Buyer unless adequate provision to indemnify portion of such Tax Contest which could have an impact on Taxes of the Buyer against the effects of Company in any such settlement is made by the SellersPost-Closing Tax Period; provided, howeverfurther, that if Buyer does the Company Indemnifying Parties are not consent reasonably expected to a settlement agreed fully indemnify Parent Indemnified Parties pursuant to in principal by the IRS and the Sellers, and additional this Agreement for any Damages arising from such Tax liability results to the Sellers as a result of failing to accept the terms of such settlementContest, then the Buyer Securityholders' Representative shall indemnify afford Parent the Sellers against opportunity to control jointly the conduct and resolution of such additional Tax liability no later than 10 days after demand by Contest. If the SellersSecurityholders' Representative shall have the right to control the conduct and resolution of such Tax Contest but elect in writing not to do so, then Parent shall have the right to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Securityholders' Representative informed of all developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Company Indemnifying Parties' indemnification obligations under this Agreement without the Securityholders' Representative written consent, which shall not be unreasonably withheld. The indemnity provided Each party shall bear its own costs for herein shall survive indefinitelyparticipating in such Tax Contest.

Contest Provisions. Promptly (a) From and after Closing, each of Purchaser, on the one hand, and Sellers, on the other hand (as applicable, the “Tax Indemnified Person”), shall notify the chief tax officer (or other appropriate person) of Sellers or Purchaser, as the case may be, in writing within fifteen (15) days of receipt by the Buyer or any Seller Tax Indemnified Person of written notice of the assertion any pending or commencement of any claimthreatened audits, auditadjustments, examination claims, examinations, assessments or other proposed change or adjustment by any Tax Authority relating similar proceedings with respect to Taxes of the any Company with respect to a Pre-Closing Tax Period Party (a “Tax ClaimAudit”), ) which are likely to affect the recipient shall promptly notify Liability for Taxes of such other Party under this Agreement or otherwise. If the Buyer or the Sellers, as applicable. Such Tax Indemnified Person fails to give such timely notice shall contain factual information (to the extent known) describing other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit if such failure to give notice materially adversely affects the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the Party’s right to represent participate in the Company’s interests in Tax Audit. (b) If such Tax Audit relates to any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as Period or Straddle Period for which only Sellers would be liable to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsindemnify Purchaser under this Agreement, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permittedSellers shall, at their expense, conduct and control the defense and settlement of such Tax Audit. If such Tax Audit relates solely to any Post-Closing Period or Straddle Period for which only Purchaser would be present at any liable under this Agreement, Purchaser shall conduct and control the defense and settlement of such audit or proceeding Tax Audit. (c) If such Tax Audit relates to Taxes for a Straddle Period for which both Sellers and to participate in any such audit or proceeding Purchaser could be liable under this Agreement, to the extent practicable, such audit Tax items will be distinguished and each of Purchaser, on the one hand, and Sellers, on the other hand, shall control, at its own expense, the defense and settlement of those Taxes for which it is so liable. If such Tax Audit relates to a Straddle Period and any Tax item cannot be identified as being a Liability of only Sellers or proceeding could affect Purchaser, or cannot be separated from a Tax item for which the other Party is liable, Sellers shall be entitled to control, at their own expense, the defense and settlement of the Tax liability Audit if Sellers so notify Purchaser within fifteen (15) days of notice of such Tax Audit, provided that Sellers defend the Buyer. The Tax items as reported on the relevant Tax Return in good faith as if Sellers were the only Party with an interest in the Tax item and provided further that Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date settle such matter without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. If Sellers do not elect to control the Buyer unless adequate provision to indemnify defense and settlement of such Tax Audit, Purchaser shall control the Buyer against the effects defense and settlement of any such settlement is made by the SellersTax Audit; provided, however, if Buyer does not consent that Sellers shall pay any Tax for which it is otherwise liable under this Article 9. Any expenses from such Straddle Period Tax Audit that relate to a settlement agreed Tax item for which only Purchaser or Sellers are liable shall be borne by such Party. Any other expenses from such Straddle Period Tax Audit shall be borne by Purchaser and Sellers, respectively, in the same proportion as such related Taxes are or would be borne economically by Purchaser and Sellers. (d) With respect to Pre-Closing Periods and Straddle Periods, any Party whose Liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in principal by the IRS such defense and to employ counsel of its choice at its expense, and the SellersParty controlling such Tax Audit shall not settle or compromise such Tax Audit without the other Party’s or Parties’, as applicable, prior written consent (not to be unreasonably withheld, conditioned or delayed). (e) In the event of a conflict between the provisions of this Section 9.5 and additional Tax liability results to the Sellers as a result any other provision of failing to accept the terms of such settlementthis Agreement, then the Buyer this Section 9.5 shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelycontrol.

Contest Provisions. Promptly after receipt by If, subsequent to the Closing, Buyer or any Seller of written Acquired Company receives notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any a Tax Authority relating to Taxes of the Company Proceeding with respect to any Tax Return for a Pre-Closing Tax Period (a “Tax Claim”), for which the recipient shall promptly notify Selling Securityholders are or may be required to indemnify the Buyer or any Acquired Company pursuant to this Agreement), then within 20 days after receipt of such notice, the Sellers, as applicable. Such notice Buyer shall contain factual information (to notify in writing the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies Securityholders’ Representative of any notice or other document received from any taxing authority in respect of any such asserted Tax Claimnotice. The Sellers Securityholders’ Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsProceeding, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that if any of the issues raised in such Tax Proceeding could have an impact on Taxes of any Acquired Company for a Post-Closing Tax Period, then (i) the Buyer shall have the opportunity to control jointly the conduct and its Representatives resolution of only the portion of such Tax Proceeding which could have an impact on Taxes of any Acquired Company in any Post-Closing Tax Period and (ii) the Securityholders’ Representative shall be permitted, at their expense, to be present at not enter into any settlement of or otherwise compromise any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, further, that if the Selling Securityholders are not reasonably expected to fully indemnify Buyer unless adequate provision pursuant to indemnify the Buyer against the effects of this Agreement for any losses arising from such settlement is made by the Sellers; provided, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlementProceeding, then the Securityholders’ Representative shall afford Buyer the opportunity to control jointly the conduct and resolution of such Tax Proceeding. If the Securityholders’ Representative shall have the right to control the conduct and resolution of such Tax Proceeding but elects in writing not to do so within ten days of receiving notice of such Tax Proceeding, then Buyer shall indemnify have the Sellers against right to control the conduct and resolution of such additional Tax liability no later than 10 days after demand by Proceeding, provided that Buyer shall keep the SellersSecurityholders’ Representative informed of all developments on a timely basis and Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties’ indemnification obligations under this Agreement without Securityholders’ Representative written consent, which shall not be unreasonably withheld, conditioned or delayed. The indemnity provided Each party shall bear its own costs for herein shall survive indefinitelyparticipating in such Tax Proceeding.

Contest Provisions. Promptly (i) From and after Closing, each of Buyer, on the one hand, and Seller, on the other hand (the “Tax Indemnified Person”), shall notify the chief tax officer (or other appropriate person) of Seller or Buyer, as the case may be, in writing within fifteen (15) days of receipt by the Buyer or any Seller Tax Indemnified Person of written notice of the assertion any pending or commencement of any claimthreatened audits, auditadjustments, examination claims, examinations, assessments or other proposed change or adjustment by any Tax Authority relating to Taxes of the Company proceedings with respect to a Pre-Closing Tax Period either Acquired Company (a “Tax ClaimAudit”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information () which are likely to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of such other Party. If the Tax Indemnified Person fails to give such timely notice to the other Party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Audit to the extent such failure to give timely notice actually and materially adversely affects the other Party. (ii) If such Tax Audit relates solely to Seller Taxes, Seller shall, at its expense, conduct and control the defense and settlement of such Tax Audit, but Buyer shall have the right to participate in such Tax Audit at its own expense, and Seller shall not be able to settle, compromise and/or concede any portion of such Tax Audit that is reasonably likely to affect the Tax liability of Buyer or the either Acquired Company for any period after the Post-Closing Date Tax Period without the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that if Seller fails to assume control of the Buyer unless adequate provision to indemnify the Buyer against the effects conduct of any such settlement is made Tax Audit within a reasonable period following the receipt by Seller of notice of such Tax Audit, Buyer shall have the Sellers; providedright to assume control of such Tax Audit and shall be able to settle, howevercompromise and/or concede such Tax Audit in its sole discretion. If such Tax Audit relates to Seller Taxes and Taxes other than Seller Taxes, if Buyer does not consent shall control the conduct of such Tax Audit, but Seller shall have the right to a settlement agreed to participate in principal by the IRS and the Sellerssuch Tax Audit at its own expense, and additional Buyer shall not settle, compromise and/or concede such Tax liability results Audit without the consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. If such Tax Audit relates solely to Taxes which are not Seller Taxes, Buyer shall conduct and control the Sellers as a result of failing to accept the terms defense and settlement of such settlementTax Audit. (iii) For the avoidance of doubt, then this Section 8.15(d) and not Section 13.3 shall control the Buyer shall indemnify the Sellers against such additional conduct of a Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelyAudit.

Contest Provisions. Promptly after receipt by If, subsequent to the Buyer Closing, Parent or any Seller of written the Surviving Corporation receives notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any a Tax Authority relating to Taxes of the Company Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Tax Claim”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as Return”) with respect to any issues that could materially affect which Indemnitees claim a right to indemnification under this Agreement, then within 15 days after receipt of such notice, Parent shall provide the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) Stockholder Representative with a copy of the Sellers’ choice at its expensesuch notice; provided, however, that Buyer and its Representatives any failure on the part of Parent or the Surviving Corporation to do so shall be permitted, at their expense, to be present at not limit any such audit or proceeding and to participate in any such audit or proceeding of the obligations of the Indemnitors under Article 10 (except to the extent such audit or proceeding failure actually prejudices the defense of such Tax Contest). Parent shall have the right to control the conduct and resolution of such Tax Contest, provided (a) that Parent shall keep the Stockholder Representative reasonably informed of all material developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could affect reasonably be expected to have an adverse impact on the Tax liability of Indemnitors’ indemnification obligations under this Agreement without the Buyer. The Sellers Stockholder Representative’s written consent, which consent shall not be entitled to settleunreasonably withheld and (b) that the Stockholder Representative may participate, either administratively or after through counsel chosen by the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes Stockholder Representative and at its own expense (on behalf of the Buyer or Equityholders), in the Company for any period after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects defense of any such settlement is made Tax Contest, and in any such case Parent shall (i) consult with the Stockholder Representative, and furnish such records, information and testimony, as may be reasonably requested by the Sellers; providedStockholder Representative in connection therewith, however(ii) provide the Stockholder Representative with a reasonable opportunity, if Buyer does not consent subject to a settlement agreed applicable filing deadlines, to in principal comment on any material filing relating to such Claim prior to making such filing and (iii) permit the Stockholder Representative and its counsel to attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the IRS Stockholder Representative in connection therewith (and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms Stockholder Representative shall provide reasonable advance notice of such settlementmatters to Parent so as to facilitate such right to attend). “Tax Contest” means any audit, then the Buyer other administrative proceeding or inquiry or judicial proceeding involving Taxes. With respect to Tax Contests, this Section 7.04 shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein govern and Section 10.06 shall survive indefinitelynot apply.

Contest Provisions. Promptly after receipt by If, subsequent to the Closing, Buyer or any Seller of written Acquired Company receives notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any a Tax Authority relating to Taxes of the Company Proceeding with respect to any Tax Return for a Pre-Closing Tax Period (a “Tax Claim”), for which the recipient shall promptly notify Selling Securityholders are or may be required to indemnify the Buyer or any Acquired Company pursuant to this Agreement, then within 20 days after receipt of such notice, the SellersBuyer shall notify in writing the Securityholders' Representatives of such notice; provided, as applicable. Such notice that the failure of the Buyer or any Acquired Company to so notify the Securityholders' Representative shall contain factual information (not relieve the Selling Securityholders of any indemnification obligation hereunder except to the extent known) describing that the asserted defense of such Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any Proceeding is prejudiced by the failure to give such asserted Tax Claimnotice. The Sellers Securityholders' Representatives shall have the right to represent control the Company’s interests conduct and resolution of such Tax Proceeding, PROVIDED, HOWEVER, that if any of the issues raised in such Tax Proceeding could have an impact on Taxes of any Tax audit or administrative or court proceeding relating to PreAcquired Company for a Post-Closing Tax Periods as Period, then (i) the Buyer shall have the opportunity to control jointly the conduct and resolution of only the portion of such Tax Proceeding which could have an impact on Taxes of any issues that could materially affect Acquired Company in any Post-Closing Tax Period and (ii) the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Securityholders' Representatives shall be permitted, at their expense, to be present at not enter into any settlement of or otherwise compromise any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date Proceeding without the prior written consent of the Buyer; and PROVIDED, FURTHER, that if the Selling Securityholders are not reasonably expected to fully indemnify Buyer unless adequate provision pursuant to indemnify the Buyer against the effects of this Agreement for any losses arising from such settlement is made by the Sellers; provided, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlementProceeding, then the Securityholders' Representatives shall afford Buyer the opportunity to control jointly the conduct and resolution of such Tax Proceeding. If the Securityholders' Representatives shall have the right to control the conduct and resolution of such Tax Proceeding but elect in writing not to do so within ten days of receiving notice of such Tax Proceeding, then Buyer shall indemnify have the Sellers against right to control the conduct and resolution of such additional Tax liability no later than 10 days after demand by Proceeding, PROVIDED, THAT, Buyer shall keep the SellersSecurityholders' Representatives informed of all developments on a timely basis and Buyer shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the indemnifying parties' indemnification obligations under this Agreement without Securityholders' Representatives written consent, which shall not be unreasonably withheld, conditioned or delayed. The indemnity provided Each party shall bear its own costs for herein shall survive indefinitelyparticipating in such Tax Proceeding.

Contest Provisions. Promptly after (i) Each of the Buyer, on the one hand, and the Seller, on the other hand (the "Recipient"), shall notify the chief tax officer of the other party in writing within 15 days of receipt by the Buyer or any Seller Recipient of written notice of the assertion any pending or commencement threatened audit, notice of any claimdeficiency, auditproposed adjustment, assessment, examination or other proposed change administrative or adjustment by any Tax Authority relating to court proceeding, suit, dispute or other claim which could affect the liability for Taxes of the Company with respect to a Pre-Closing Tax Period such other party (a “"Tax Claim”"), . If the recipient Recipient fails to give such prompt notice to the other party it shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (not be entitled to indemnification for any Taxes arising in connection with such Tax Claim if and to the extent known) describing that such failure to give notice materially and adversely affects the asserted Tax Claim other party's right to participate in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted the Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer one party will be -------- ------- obligated to indemnify the other party pursuant to Section 4.7(c) or otherwise only if the indemnifying party receives written notice thereof prior to the end of the applicable statute of limitations for the relevant taxable year or period. (ii) The Seller shall have the sole right to represent the Company and each of its Representatives Subsidiaries' interests in any Tax Claim relating to taxable periods ending on or before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be permittedentitled to participate at its expense in any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer (which shall not be unreasonably withheld), at their the Seller's sole expense, to be present at any may assume the control of such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the entire Tax liability Claim. None of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect of its affiliates, the liability for Taxes Company or any of the Buyer Company's Subsidiaries may settle or otherwise dispose of any Tax Claim for which the Company for any period after the Closing Date Seller may have a liability under this Agreement, or which may result in an increase in Seller's liability under this Agreement, without the prior written consent of the Buyer Seller, which consent may be withheld in the sole discretion of the Seller, unless adequate provision to indemnify the Buyer against fully indemnifies the effects of any Seller in writing with respect to such settlement is made by the Sellers; provided, however, if Buyer does not consent to liability in a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results manner satisfactory to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelySeller.

Contest Provisions. Promptly after receipt by Subject to the Buyer or any Seller of written notice of cooperation provisions in Section 4.2 and Article V hereof and to this Section 4.3, Torchmark shall have full responsibility and discretion in the assertion or commencement handling of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating to Taxes of the Company controversy with respect to any Tax Return which Torchmark is required to file or cause to be filed hereunder, including, without limitation, an audit, a Pre-Closing protest to the Appeals Division of the IRS, other administrative appeals, and litigation in Tax Period Court or any other court of competent jurisdiction (a “"Tax Claim”Controversy"). In the event a Tax Controversy involves items that could give rise to a payment of Tax for which WRFI would be liable or a refund of Tax for which WRFI would be entitled hereunder (a "WRFI Item") and also involves items that could give rise to a payment of Tax for which Torchmark would be liable or a refund of Tax for which Torchmark would be entitled hereunder (a "Torchmark Item"), then Torchmark shall advise and consult with WRFI with respect to such Tax Controversy and any proposed settlement thereof which affects the recipient shall promptly notify the Buyer or the SellersWRFI Items, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of not settle any notice or other document received from any taxing authority in respect of any such asserted Tax ClaimWRFI Item without WRFI's consent (which may not be unreasonably withheld). The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer WRFI and its Representatives representatives, at WRFI's expense, shall be permitted, at their expense, to be present at any such audit or proceeding and entitled to participate in all conferences, meetings, or proceedings with any such audit Tax Authority, the subject matter of which includes or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers affects any WRFI Item, and shall not be entitled to settleparticipate in all appearances before any court, either administratively the subject matter of which includes or after affects any WRFI Item. The right to participate shall include, without limitation, discretion to control the commencement content of litigationdocumentation, any claim for Taxes which would materially adversely affect protests, memoranda of fact and law and briefs, the liability for Taxes conduct of oral arguments or presentations, the Buyer or the Company for any period after the Closing Date without the prior written consent selection of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; providedwitnesses, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellersnegotiation of stipulations of fact with respect to the WRFI Items. In the event a Tax Controversy involves only WRFI Items, and additional Tax liability results to has no affect on Torchmark Items, then upon request by WRFI, WRFI shall have full responsibility and discretion in the Sellers as a result of failing to accept the terms handling, at WRFI's expense, of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelyControversy with Torchmark's cooperation as set forth in Section 4.2 and Article V hereof.

Contest Provisions. Promptly after The General Partner and the Representative, on the one hand, and Parent, the Surviving Entity and its Subsidiaries, on the other hand, shall promptly notify each other upon receipt by the Buyer or any Seller such Party of written notice of the assertion any inquiries, claims, assessments, audits, proceedings or commencement of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating similar events with respect to Taxes of the Company with respect relating to a Pre-Closing Tax Period (any such inquiry, claim assessment, audit, proceeding or similar event, a “Tax ClaimContest”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expenseContest; provided, however, that Buyer Sellers shall keep Parent informed of all developments on a timely basis and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and provide Parent with the right to participate in such Tax Contest, subject to Sellers’ ultimate control over such Tax Contest; and, provided further, that if any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The issues raised in such Tax Contest could reasonably be expected to have a materially adverse impact on Taxes of the Surviving Entity and its Subsidiaries for a Post-Closing Tax Period, then Sellers shall not be entitled to settle, either administratively affect any settlement or after the commencement compromise of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date such Tax Contest without the obtaining Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Sellers have the right to control the conduct and resolution of a Tax Contest but elect in writing not to do so within fifteen (15) Business Days of receiving notice of such Tax Contest, then Parent shall have the Buyer unless adequate provision right to indemnify control the Buyer against the effects conduct and resolution of any such settlement is made by the SellersTax Contest; provided, however, if Buyer does that Parent shall keep the Representative informed of all developments on a timely basis and shall provide the Representative with the right to participate in such Tax Contest, subject to Parent’s ultimate control over such Tax Contest, provided, further, that Parent shall not consent resolve such Tax Contest in a manner that could reasonably be expected to a settlement agreed to have an adverse impact on Sellers’ liabilities for Taxes without the Representative’s prior written consent. Each Party shall bear its own costs and expenses for participating in principal by the IRS and the Sellers, and additional any Tax liability results to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelyContest.

Contest Provisions. Promptly after receipt by (a) If one party is responsible for the Buyer payment of Taxes pursuant to Section 7.1 (whether the Company Equityholders collectively, or any Seller of written the Purchaser, as applicable, the “Tax Indemnifying Party”) and the other party (whether the Company Equityholders collectively, or the Purchaser, as applicable, the “Tax Indemnified Party”) receives notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might Table of Contents affect the assertion or commencement of any claim, audit, examination or Tax liabilities for which the other proposed change or adjustment by any Tax Authority relating party may be liable pursuant to Taxes of the Company with respect to a Pre-Closing Tax Period Section 7.1 (a “Tax Claim”), the recipient Tax Indemnified Party shall promptly notify the Buyer or the Sellers, as applicable. Such notice Tax Indemnifying Party in writing of such Tax Claim and shall contain factual information describe in reasonable detail (to the extent knownknown by the Tax Indemnified Party) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any facts constituting the basis for such asserted Tax Claim, the nature of the relief sought, and the amount of the claimed Losses. No failure or delay on the part of the Tax Indemnified Party to give notice to the Tax Indemnifying Party shall reduce or otherwise affect the obligations or liabilities of the Tax Indemnifying Party pursuant to this Agreement, except to the extent that the Tax Indemnifying Party is actually prejudiced thereby (as determined by a court of competent jurisdiction). (b) The Sellers Equityholder Representative, on behalf of the Company Equityholders, shall have the sole right to represent the Company’s interests in any Tax audit or administrative or court proceeding (a “Tax Contest”) of or with respect to the Company relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsPeriods, and to employ counsel (reasonably acceptable of its choice at the expense of the Company Equityholders, so long as the Equityholder Representative provides written notice to the BuyerPurchaser of its intent to control such Tax Contest within thirty (30) days after receiving notice of such matter; provided that (i) if the Equityholder Representative fails to give such notice within such time period, the Purchaser shall have the sole right to control such Tax Contest and (ii) if the Equityholder Representative timely notifies the Purchaser of its intent to control such Tax Contest, the Purchaser shall be entitled to participate fully in the Tax Contest and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne by the Purchaser. In the case of a Tax Contest of or with respect to the Company, for a Straddle Period, the Purchaser shall have the sole right to represent the Company, and the Equityholder Representative, on behalf of the Sellers’ choice at its expense; providedCompany Equityholders, however, that Buyer and its Representatives shall be permittedentitled to participate at the expense of the Company Equityholders in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the Pre-Closing Straddle Period and, with the written consent of the Purchaser in its sole discretion, and at their the Company Equityholders’ sole expense, to be present at any the Equityholder Representative, on behalf of the Company Equityholders, may assume the entire control of such audit or proceeding proceeding. (c) Notwithstanding anything to the contrary contained herein, in the case of any Tax Contest for a Pre-Closing Tax Period or a Straddle Period, (i) the non-controlling party shall, in each case, reasonably cooperate, and cause its Affiliates and Representatives to participate reasonably cooperate with the controlling party in pursuing any Tax Contest, including execution of any powers of attorney in favor of the controlling party, (ii) the controlling party shall keep the non-controlling party reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies of any material related correspondence to the non-controlling party) and shall provide the non-controlling party with an opportunity to review and comment on any material correspondence before the controlling party sends such correspondence to any Tax Authority), and (iii) the controlling party may not settle any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date Contest without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any non-controlling party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement is made by or compromise could reasonably be expected to increase the Sellers; provided, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results to of the Sellers as a result non-controlling party or any of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelyits Affiliates.

Contest Provisions. Promptly If, subsequent to the Closing, Parent or the Surviving Corporation receives notice of a Tax Contest with respect to any Tax Return for a Pre-Closing Tax Period with respect to which Indemnitees claim a right to indemnification under this Agreement, then within fifteen (15) days after receipt by of such notice, Parent shall notify the Buyer Equityholder Representative of such notice; provided, however, that any failure on the part of Parent or the Surviving Corporation to so notify the Equityholder Representative shall not limit any Seller of written notice of the assertion obligations of the Indemnitors under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Contest). Parent shall have the right to control the conduct of all Tax Contests, including any settlement or commencement compromise thereof, it being understood that reasonable costs and expenses relating to the conduct of such Tax Contest constitute indemnifiable Damages pursuant to Section 10.02; provided, however, that (i) Parent shall keep the Equityholder Representative reasonably informed regarding the progress of any claimTax Contest, audit(ii) the Equityholder Representative shall have the right to participate in any such Tax Contest to the extent relating to a Pre-Closing Tax Period, examination or other proposed change or adjustment by including having a reasonable opportunity to comment on any written materials prepared in connection with any Tax Authority Contest to the extent relating to Taxes of the Company with respect to a Pre-Closing Tax Period (a “and attending any conferences relating to any Tax Claim”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (Contest to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to a Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsPeriod, and (iii) Parent shall not resolve such Tax Contest in a manner that would reasonably be expected to employ counsel (reasonably acceptable to have an adverse impact on the Buyer) of Indemnitors’ indemnification obligations under this Agreement without the Sellers’ choice at its expenseEquityholder Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, howeverfurther, that Buyer and its Representatives shall be permitted, at their expense, if Parent receives a binding written offer from the relevant Governmental Authority to be present at settle or compromise any such audit Tax Contest in full which proposed settlement or proceeding compromise would not materially and adversely affect Parent (taking into account Parent’s indemnification rights pursuant to participate in any this Agreement) but which offer Parent does not accept and, within twenty (20) Business Days of receiving notification of the terms of such audit settlement or proceeding compromise or, if earlier, ten (10) Business Days prior to the extent deadline for responding to such audit proposed settlement or proceeding could affect compromise, the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which Equityholder Representative provides written notice that (1) it would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any approve such settlement is made by or compromise in full without modification and (2) the Sellers; provided, however, if Buyer does not consent to a settlement agreed to in principal by Indemnitors would be fully liable for the IRS and the Sellers, and additional Tax liability results Damages owed to the Sellers Indemnitees as a result of failing to accept the terms proposed settlement or compromise of such settlementTax Contest, then the Buyer indemnification obligation of the Indemnitors with respect to such Tax Contest shall indemnify not exceed the Sellers against amount of indemnification to which the Indemnitees would have been entitled if such additional settlement or compromise had been accepted. Each party shall bear its own costs for participating in such Tax liability no later than 10 days after demand by Contest, except that Indemnitees may be entitled to indemnification for their reasonable third-party costs and expenses pursuant to this Agreement. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. In the Sellers. The indemnity provided for herein event of any conflict or overlap between the provisions of this Section 7.04 and Section 10.06, the provisions of this Section 7.04 shall survive indefinitelycontrol.

Contest Provisions. Promptly after receipt by If, subsequent to the Buyer Closing, Parent or any Seller of written the Surviving Corporation receives notice of the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any a Tax Authority relating to Taxes of the Company Contest with respect to any Tax Return for a Pre-Closing Tax Period (a “Tax ClaimPre-Closing Return”), the recipient then within 15 days after receipt of such notice, Parent shall promptly notify the Buyer or Stockholder Representative of such notice. If the SellersIndemnitors are expected to indemnify Indemnitees pursuant to this Agreement for any losses arising from such Tax Contest, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers Stockholder Representative shall have the right to represent control the Company’s interests in any conduct and resolution of such Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligationsContest, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at if any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for issues raised in such Tax Contest could reasonably have an impact on Taxes of the Buyer Surviving Corporation for a Tax period or the Company for any period portion thereof beginning on or after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; provided, however, if Buyer does not consent to (a settlement agreed to in principal by the IRS and the Sellers, and additional “Post-Closing Tax liability results to the Sellers as a result of failing to accept the terms of such settlementPeriod”), then the Buyer Stockholder Representative shall indemnify afford Parent the Sellers against opportunity to control jointly the conduct and resolution of the portion of such additional Tax liability no later than 10 Contest which could reasonably have an impact on Taxes of the Surviving Corporation in any Post-Closing Tax Period. If the Stockholder Representative shall have the right to control the conduct and resolution of such Tax Contest but elects in writing not to do so within ten days after demand by of receiving notice of such Tax Contest, then Parent shall have the Sellersright to control the conduct and resolution of such Tax Contest, provided that Parent shall keep the Stockholder Representative reasonably informed of all material developments on a timely basis and Parent shall not resolve such Tax Contest in a manner that could reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without Stockholder Representative written consent, which consent shall not be unreasonably withheld. The indemnity provided Each party shall bear its own costs for herein participating in such Tax Contest unless otherwise specified in this Agreement. “Tax Contest” means any audit, other administrative proceeding or inquiry or judicial proceeding involving Taxes. In the event of any conflict or overlap between the provisions of this Article 7 and Article 10, this Article 7 shall survive indefinitelycontrol.

Contest Provisions. Promptly after receipt by (a) In the Buyer event (i) Seller or any Seller of written its Affiliates or (ii) Purchaser or its Affiliates receive notice of the assertion any pending or commencement of any claim, audit, examination threatened Tax audits or assessments or other proposed change or adjustment by any Tax Authority relating to disputes concerning Taxes of the Company with respect to a Pre-Closing Tax Period (a “Tax Claim”)which the other party may incur liability under this Article IX, the recipient party in receipt of such notice shall promptly notify the Buyer other party of such matter in writing, provided that failure to comply with this provision will not affect a party’s right to indemnification hereunder unless such failure materially adversely affects the other party’s ability to defend or the Sellers, as applicable. Such notice shall contain factual information challenge such Tax audits or assessments. (to the extent knownb) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers Seller shall have the sole right at its own expense to represent the Company’s interests of the Companies in any Tax audit or administrative or court proceeding Legal Proceedings relating to Pre-Closing any Tax Periods as to for any issues that could materially affect taxable period ending on or before the Sellers’ liability for Taxes or indemnification obligations, Reference Date and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ its choice at its expense; provided, however, provided that Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers Seller shall not be entitled to settle, either administratively or after the commencement of litigationLegal Proceedings, any claim for regarding Taxes which that would materially adversely affect the liability of Purchaser for any Taxes for which it is liable under Section 9.1(b) or which could adversely affect any of the Buyer or the Company Companies for any period portion of a Straddle Period beginning after the Closing Reference Date or any Tax period beginning after the Reference Date, without Purchaser’s prior written consent, which consent shall not be unreasonably withheld and shall not be required to the extent that Seller has indemnified Purchaser, to Purchaser’s reasonable satisfaction, against the effects of such settlement. Purchaser shall have the sole right at its own expense to represent the interests of the Companies in any Tax audit or Legal Proceedings relating to any Tax for any taxable period beginning after the Reference Date and to employ counsel of its choice at its expense, provided that Purchaser shall not be entitled to settle, either administratively or after the commencement of Legal Proceedings, any claim regarding Taxes that would adversely affect the liability of Seller for any Taxes for which it is liable under Section 9.1(a) or which could adversely affect any of the Companies for any portion of a Straddle Period beginning before the Reference Date or any Tax period ending before the Reference Date, without Seller’s prior written consent, which consent shall not be unreasonably withheld and shall not be required to the extent that Purchaser has indemnified Seller, to Seller’s reasonable satisfaction, against the effects of such settlement Except with respect to any Tax audit or Legal Proceedings relating to a consolidated, unitary or combined income Tax Return of Seller which includes the operation of any of the Companies, Seller and Purchaser shall jointly represent (at their joint expense) the interests of the Companies in any Tax audit or Legal Proceedings relating to any Taxes for any Straddle Period. Neither party shall be entitled to settle, either administratively or after the commencement of Legal Proceedings, any claim regarding such Taxes without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; providedother party, which consent shall not be unreasonable withheld. If, however, if Buyer does not consent to a settlement agreed to in principal is offered by the IRS and relevant taxing authority on terms acceptable to one of the Sellersparties, and additional Tax liability results but not acceptable to the Sellers as a result of failing other party, such other party may continue to accept pursue such contest under its control and its expense, provided that the terms of first party’s indemnity obligation with respect to such settlementTaxes shall be limited to the amount it would have had to pay had the proposed settlement been accepted when offered. With respect to any proceedings regarding Taxes for which Seller is liable under Section 9.1(a) or for which Purchaser is liable under Section 9.1(b)(ii), then the Buyer shall indemnify party without the Sellers against such additional Tax liability no later than 10 days after demand by right to control the Sellers. The indemnity provided for herein shall survive indefinitelyLegal Proceedings may participate in the Legal Proceedings at its own expense.

Contest Provisions. Promptly after (i) Parent shall notify the Holder Representative in writing within ten (10) business days of receipt by Parent, the Buyer Surviving Corporation or any Seller their respective Subsidiaries of written notice of any pending or threatened Tax audits or assessments which may affect the assertion or commencement of any claim, audit, examination or other proposed change or adjustment by any Tax Authority relating to Taxes liabilities of the Company with respect to a Pre-Closing Tax Period Surviving Corporation or its Subsidiaries that are Holder Taxes (a “Tax ClaimContest”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives Parent’s failure to comply with such notice requirement shall be permittednot affect Parent’s right to indemnification if Holder Representative’s ability to contest such liability is not materially adversely affected. (ii) The Holder Representative shall have the right, at their its election and expense, to be present control any Tax Contest related solely to Holder Taxes; provided, however, that (A) Parent shall have the right at any its own expense, directly or through its designated representatives, to participate fully in such audit or proceeding Tax Contest, including to review in advance and comment upon submissions made in the course of such Tax Contest and to participate in attend any such audit in-person or proceeding telephonic meetings and (B) Parent’s consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement by the extent such audit or proceeding Holder Representative that could affect the Tax liability of Parent, the Buyer. The Sellers shall Company or any of its Subsidiaries in any taxable period to the extent such Tax liability would not be entitled a Holder Tax. With respect to settleall Tax Contests that the Holder Representative does not elect to control pursuant to the immediately preceding sentence and all other proceedings with respect to Taxes, either administratively Parent shall have the sole responsibility for, and shall control, such Tax Contest or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellersproceedings; provided, however, if Buyer does that the Holder Representative’s consent (not consent to a be unreasonably withheld, conditioned, or delayed) shall be required for any settlement agreed that could affect the liability of the Holders or an amount payable to in principal by the IRS and the SellersHolders under this Agreement. These procedures, and additional not the procedures set forth in this Section 9.2(d), shall apply to any audits, examinations, proposed adjustments or other type of controversy involving any Tax liability results to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelymatters.

Contest Provisions. Promptly after The Sellers’ Representative shall promptly notify the Buyer in writing upon receipt by the Sellers’ Representative, and the Buyer shall promptly notify the Sellers’ Representative in writing upon receipt by the Buyer, any of its Affiliates, or the Companies, of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities of the Companies or any Seller of written for the Pre-Closing Tax Period (“Tax Proceeding”); provided, however, that failure to provide notice of a Tax Proceeding shall not relieve any party of its obligations pursuant to this Agreement except to the assertion or commencement extent such party was materially prejudiced by such failure. The Buyer shall afford the Sellers’ Representative, on behalf of the Sellers, at the Sellers’ expense, the opportunity to control the conduct of any claimTax Proceeding relating solely to a Pre-Closing Tax Period; provided, auditthat the Buyer shall have, examination or other proposed change or adjustment by at the expense of the Buyer, the opportunity to reasonably participate in any such Tax Authority Proceeding relating to Taxes a Pre-Closing Tax Period if such Tax Proceeding (or the outcome of such Tax Proceeding) could reasonably be expected to affect or have an impact on the Buyer, an Affiliate of the Company Buyer, or any of the Companies on or after the Closing Date. The Buyer (and any Affiliate of the Buyer), at the expense of the Buyer, shall have the right to control the conduct of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments relating to a Straddle Period that might affect the Tax liabilities of any Company, the Buyer, or any Affiliate of Buyer; provided, that the Sellers’ Representative shall have, at the expense of the Sellers, the opportunity to reasonably participate in any such audits, examinations or assessments relating to a Straddle Period if such audits, examinations or assessments (or the outcome of such audits, examinations or assessments) could reasonably be expected to have an adverse impact on the Sellers. Neither the Buyer nor the Sellers’ Representative shall settle, compromise or concede any such Tax Proceeding with respect to a Pre-Closing Tax Period (or any audits, examinations or assessments with respect to a “Tax Claim”), the recipient shall promptly notify the Buyer or the Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date Straddle Period without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any other, which such settlement is made by the Sellers; providedwritten consent shall not be unreasonably withheld, however, if Buyer does not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelydelayed or conditioned.

Contest Provisions. Promptly after Buyer shall notify Sellers in writing upon receipt by the Buyer or any Seller of written its Tax Affiliates of notice of proposed audit, or any assessment or claim in any Tax audit or any administrative or judicial proceeding which may materially affect the assertion Tax liabilities of the Companies for which Sellers would be required to indemnify Buyer pursuant to paragraph (a) of this Section 7.5; provided, however, that a failure to give such notice will not affect Buyer's right to indemnification under this Section 7.5 except to the extent that Sellers have been actually prejudiced as a result of such failure. In the case of a proposed Tax assessment or commencement claim that relates to taxable periods ending on or before the Closing Date, (A) both Buyer and Sellers may participate in the conduct of the audit or administrative or judicial proceeding involving such assessment or claim (at their own expense) and (B) provided that Sellers have acknowledged in writing their liability to indemnify Buyer against the full amount of any claimadjustment which may be made as a result of such audit or proceeding, audit, examination Sellers may elect to control (at their expense) the conduct of such audit or other proceeding (but only to the extent that such audit or proceeding relates solely to a potential adjustment for which Sellers have acknowledged their liability and the issue underlying the proposed change or adjustment by does not recur for any Tax Authority relating to Taxes of taxable period ending after the Company with Closing Date). With respect to a Pre-proposed tax assessment or claim for which either Sellers (as evidenced by their acknowledgment hereunder) and any Buyer, the Companies or their Affiliates could be liable, or which involves an issue that recurs for any period ending after the Closing Tax Period Date (a “Tax Claim”whether or not the subject of audit at such time), (A) both Buyer and the recipient Sellers may participate in the audit, administrative or judicial proceeding involving such assessment or claim (at their own expense), and (B) the audit or proceeding shall promptly notify be controlled by that party which would bear the Buyer 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 Sellers, as applicable. Such notice shall contain factual information (to the extent known) describing the asserted Tax Claim in reasonable detail and shall include copies case of any notice or other document received from any taxing authority in respect of any such asserted Tax Claim. The Sellers shall have the right to represent the Company’s interests in any Tax audit or administrative or court judicial proceeding relating governed by this paragraph (c), the controlling party shall have the authority to Pre-Closing settle or compromise any proposed Tax Periods as claim or assessment, provided however that neither Buyer nor Sellers shall enter into any compromise or agree to settle any claim or assessment pursuant to any issues that could materially affect the Sellers’ liability for Taxes or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) of the Sellers’ choice at its expense; provided, however, that Buyer and its Representatives shall be permitted, at their expense, to be present at any such Tax audit or administrative or judicial proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would materially adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date other party without the prior written consent of the Buyer unless adequate provision to indemnify the Buyer against the effects of any such settlement is made by the Sellers; providedother party, however, if Buyer does which consent may not consent to a settlement agreed to in principal by the IRS and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelybe unreasonably withheld.

Contest Provisions. Promptly after receipt by the Buyer or any Seller of written notice of the assertion or commencement of any claim, If an audit, examination examination, litigation or other proposed change or adjustment claim is commenced by any Tax Authority relating to Taxes of the Company with respect authority which may result in an indemnity payment to a Pre-Closing Buyer Tax Period Indemnitee pursuant to Section 10.3, Buyer shall promptly notify Sellers of such audit or claim (a “Tax ClaimProceeding”), stating the recipient shall promptly notify nature and basis of any such claim and the Buyer or the Sellersamount thereof, as applicable. Such notice shall contain factual information (to the extent known) describing . Failure to give such notice shall not relieve Sellers from any liability which it may have on account of this indemnification or otherwise, unless the asserted Sellers are materially prejudiced thereby. Sellers’ Representative will have the right, at its option, upon timely notice to Buyer, to assume control or any defense of any Tax Proceeding with their own counsel. Sellers’ Representative’s right to control a Tax Proceeding will be limited to amounts in dispute which would be paid by Sellers or for which Sellers would be liable pursuant to Section 10.3. Costs of such Tax Proceeding are to be borne by Sellers (subject to the proviso in Section 10.3 unless the Tax Claim relates to taxable periods ending after the Closing Date, in reasonable detail which event such costs will be fairly apportioned. Buyer and the Company shall cooperate with Sellers’ Representative in connection with any Tax Proceeding, which cooperation shall include copies the retention and, upon Sellers’ Representative’s request, the provision of records and information which are reasonably relevant to such Tax Proceeding, making employees available on a mutually convenient basis to provide additional information or explanation of any notice material provided hereunder and providing Sellers’ Representative with any powers of attorney that would be necessary for Sellers’ Representative to assume the control or other document received from any taxing authority in respect defense of any such asserted Tax ClaimProceedings as provided in this Section 10.4. The Sellers Notwithstanding the foregoing, Sellers’ Representative shall have neither consent nor agree (nor cause the right Company to represent consent or agree) to the Company’s interests in settlement of any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods as Proceeding with respect to any issues that could materially affect the Sellers’ liability for Taxes that may adversely affect the liability for any state or indemnification obligations, and to employ counsel (reasonably acceptable to the Buyer) federal income tax of the Sellers’ choice at Company or any of its expense; provided, however, that Subsidiaries or any Affiliated Group of which the Company or any of its Subsidiaries is a member for any tax not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer and its Representatives shall be permitted, at their expense, to be present at any such audit or proceeding and to participate in any such audit or proceeding to the extent such audit or proceeding could affect the Tax liability of the Buyer. The Sellers (which consent shall not be entitled to settleunreasonably withheld or delayed), either administratively or after the commencement and neither Sellers’ Representative, nor any of litigationits Affiliates, any claim for Taxes which would materially shall file an amended Tax Return that may adversely affect the liability for Taxes of the Buyer Company or the Company for any period after the Closing Date of its Subsidiaries that is not otherwise indemnifiable under this Section 10 without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed). For the avoidance of doubt, Buyer unless adequate provision to indemnify the Buyer against the effects of and Sellers shall jointly control all proceedings taken in connection with any such settlement is made by the Sellers; provided, however, if Buyer does not consent claims for Taxes relating solely to a settlement agreed to Straddle Period of the Company or any of its Subsidiaries as provided above in principal by the IRS and the Sellers, and additional Tax liability results to the Sellers as a result of failing to accept the terms of such settlement, then the Buyer shall indemnify the Sellers against such additional Tax liability no later than 10 days after demand by the Sellers. The indemnity provided for herein shall survive indefinitelythis Section 10.4.