Common use of Contest Provisions Clause in Contracts

Contest Provisions. (1) Seller shall have the right to represent the Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1i) The Seller shall have the right to represent the Bank’s interests of the Purchased Subsidiary and its Subsidiaries in connection with the Refund Claim and any other Tax Contest relating to the taxable years or periods ending on or before the Closing Date and for which the Seller may owe an indemnity pursuant to Section 5.13(a)(i), and to employ counsel of its choice at its expense, provided, that, except with respect to that the Refund Claim, Seller shall have first notified Purchaser the Buyer in writing (i) of its intention to do so; (ii) so and of the identity of counsel, if any, chosen by the Seller in connection therewith; provided, further, that the Seller and (iii) they the Buyer agree that the Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(15.13(d)(i), the Seller shall (Ax) keep Purchaser consult with the Buyer before taking any significant action in connection with such Tax Contest, (y) provide the Buyer with a timely and reasonably informed with respect to detailed account of each phase of such Tax Contest, and (Bz) not settle, compromise compromise, or abandon any such Tax Contest without obtaining the prior written consent of Purchaserthe Buyer, which consent shall not be unreasonably withheld. (2ii) In the case of a Tax Contest for a Straddle Period of the Bank Purchased Subsidiary or any of its Subsidiaries, Purchaser the Buyer shall have the right to control, at its own expense, control such Tax Contest; provided, however, that (iA) Purchaser the Buyer shall provide the Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (iiB) Purchaser the Buyer shall consult with the Seller before taking any significant action in connection with such Tax Contest, and (iiiC) the Seller shall be entitled to participate in such Tax ProceedingContest, at its own expense. (3iii) Purchaser The Buyer shall have the exclusive right to control, at its own expense, control any Tax Contest involving the Bank Purchased Subsidiary or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1Section 5.13(d)(i) and (2or 5.13(d)(ii)).

Contest Provisions. (1i) Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. (ii) Seller shall have the right to represent the Bank’s interests control all audits, examinations, assessments or other proceedings in respect of Taxes (“Tax Proceedings”) and may make any decisions in connection with the Refund Claim and any other Tax Contest Proceeding relating to taxable years a Tax Return described in Section 6.5(d)(i) or periods ending on Section 6.5(d)(ii) or before that otherwise relates to Taxes for which Seller may be responsible under Section 6.5(a); provided that (A) to the Closing Date extent that any Tax Proceeding controlled by Seller relates to (1) Taxes arising as a result of any breach of or any inaccuracy in any representation or warranty contained in Section 4.9(l) or the tax treatment of the purchase and sale of the membership interests in Newco described in Sections 3.7 and 6.5(a), (2) the Allocation Schedule described in Section 3.7 or the Section 338(h)(10) Final Allocation Schedule described in Section 6.5(n)(ii) or (3) a Straddle Period (excluding in the case of this clause (3) any Tax Proceeding relating to employ counsel a Consolidated Tax Return): (x) the Buyer Indemnified Parties may at their own expense participate in the proceedings related to such Tax Proceeding, but in the case of its choice at its expensea Tax Proceeding in respect of a Consolidated Tax Return only with respect to Tax matters described in clause (1) or (2), provided, that, except (y) Seller shall keep the Buyer Indemnified Parties reasonably and timely informed with respect to the Refund Claimcommencement, status and nature of such Tax Proceeding and (z) Seller shall consider any reasonable comments proposed by the Buyer Indemnified Parties that are related to the defense of such Tax Proceeding and (B) with respect to any Tax Proceeding controlled by Seller described in Section 6.5(f)(ii)(A)(3), Seller shall have first notified Purchaser in writing (i) not settle, compromise or dispose of its intention such Tax Proceeding if such settlement, compromise or disposition would reasonably be expected to do so; (ii) adversely affect the Tax liability of the identity Buyer Indemnified Parties in a Post-Closing Tax Period without the consent of counselthe Buyer Indemnified Parties, if anysuch consent not to be unreasonably withheld, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contestconditioned or delayed; provided, further, however, that (1) nothing contained in this Section 6.5(f)(ii)(B) shall prohibit Seller from settling, compromising or disposing of a Tax Proceeding without the consent of the Buyer Indemnified Parties to the extent Seller agrees in writing to indemnify the Buyer Indemnified Parties for any Losses arising out of, with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to or by reason of such Tax Contest, and (B) not settlesettlement, compromise or abandon any such disposition and (2) for the avoidance of doubt, this Section 6.5(f)(ii)(B) shall in no event apply to a Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheldProceeding relating to a Consolidated Tax Return. (2iii) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser The Buyer Indemnified Parties shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely control all proceedings and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking may make any significant action decisions in connection with such all Tax Contest, and (iii) Proceedings not controlled by Seller shall be entitled pursuant to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)Section 6.5(f)(ii).

Contest Provisions. (1) Seller shall have If, subsequent to the right to represent Closing, Parent, the Bank’s interests in connection with the Refund Claim and Surviving Corporation or any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case Subsidiaries receives notice of a Tax Contest for a Straddle Period which could give rise solely to Pre-Closing Taxes, then within ten (10) Business Days after receipt of such notice, Parent shall notify the Bank or any Stockholder Representative of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contestnotice; provided, however, that any failure on the part of Parent to so notify the Stockholder Representative shall not limit any of the obligations of the Indemnifying Parties under Article VIII, unless the Indemnifying Parties demonstrate actual damage caused by such delay or failure, and then only to the extent thereof. The Stockholder Representative shall have the right (ibut not the obligation) Purchaser shall provide Seller with a timely to control the conduct and reasonably detailed account of each phase resolution of such Tax Contest, (ii) Purchaser provided that the Stockholder Representative shall consult keep Parent fully and timely informed with Seller before taking respect to the status of any significant action such Tax Contest controlled by it and the Stockholder Representative shall in connection with good faith allow Parent to make comments to the Stockholder Representative regarding the conduct of or positions taken in any such Tax Contest. With respect to any other Tax Contest, Parent shall have the right to control the conduct and resolution of such Tax Contest, provided however that, if any such Tax Contest could give rise to Pre-Closing Taxes as well as non-Pre-Closing Taxes, then (a) the Stockholder Representative shall have the right, at the expense of the Company Holders, to participate in any such Tax Contest, (b) settlement or other resolution of any such Tax Contest shall be subject to the consent of Stockholder Representative (such consent not to be unreasonably withheld, condition or delayed), and (iiic) Seller Parent shall keep Stockholder Representative fully and timely informed with respect to the status of such Tax Contest and Parent shall in good faith allow Stockholder Representative to make comments to Parent regarding the conduct of or positions taken in such Tax Contest. Each party shall bear its own costs for participating in such Tax Contest, except that the Indemnified Parties may be entitled to participate in such Tax Proceedingindemnification for their costs pursuant to this Agreement. To the extent of any inconsistency between this Section 6.4 and Section 8.3(f), at its own expensethe provisions of this Section 6.4 shall control. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1a) Following the Closing Date, except as provided in Sections 10.2(b) or 10.2(c) below, the Purchaser shall control the conduct of any Tax Proceeding of any member of the Company Group (any such Tax Proceeding a “Tax Contest”). (b) Following the Closing Date, the Purchaser shall notify the Seller in writing within ten (10) Business Days after receipt by the Purchaser or any of its Affiliates of written notice of the commencement of any Tax Contest that relates to Taxes for which the Purchaser may seek indemnification under Article IX; provided that the failure of the Purchaser to provide such notice shall not relieve the Seller of its obligations hereunder, except to the extent that such failure to give notice shall actually prejudice any defense or claim available to the Seller. The Purchaser shall have the exclusive right to control the conduct of any Tax Contest for any Pre-Closing Tax Period or Straddle Period at its own expense (subject to Seller’s indemnification obligations under Article IX); provided, that, if Purchaser would reasonably be expected to recover any Losses from such Tax Contest pursuant to Article IX (for the avoidance of doubt, after taking into account the limitations set forth in Section 9.4) (x) the Seller shall have the right to represent the Bank’s interests fully participate in connection with the Refund Claim and any other such Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; own expense and (iiiy) they agree that Seller the Purchaser shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon and/or concede any portion of such Tax Contest to the extent that it affects the liability of the Seller under Article IX without obtaining the prior written consent of Purchaserthe Seller, which consent shall not be unreasonably withheld, delayed or conditioned. (2c) In Notwithstanding the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiariesforegoing, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expensesettle, compromise and/or concede any Tax Contest involving the Bank Proceeding of Seller or any of its Subsidiaries (other than direct or indirect owners or with respect to any Tax Contest described in Sections 4.11(f)(1) and (2))Return of Seller or its direct or indirect owners.

Contest Provisions. (1To the extent this Section 6.08(e) Seller conflicts with Section 8.05, this Section 6.08(e) shall control. Equityholder Representative shall have the right to represent the Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except control all Actions with respect to Taxes or Tax Returns of the Refund ClaimGroup Companies for a Pre-Closing Tax Period (excluding any Straddle Period) and that, Seller if determined adversely to the taxpayer or after the lapse of time, would be grounds for a claim for indemnity pursuant to Section 8.02 (a “Tax Contest”). The Equityholder Representative shall have first notified Purchaser in writing (i) of its intention to do so; (ii) the right, at the sole expense of the identity Equityholders, to elect, within twenty (20) days of counselreceiving notice from Purchaser, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for to control any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with . With respect to any Tax Contest the Equityholder Representative elects to control (other than the Refund Claim) described in this Section 4.11(f)(1an “Equityholder Tax Contest”), Seller (i) Purchaser will have the right to participate (at Purchasers’ expense) in any such Equityholder Tax Contest, (ii) the Equityholder Representative shall (A) keep Purchaser reasonably informed of the details and status of such Equityholder Tax Contest (including by providing Purchaser with respect to such Tax Contestcopies of any pleadings, correspondence, and other documents) and (Biii) the Equityholder Representative shall consult with Purchaser and shall not settle, settle or compromise or abandon of any such Equityholder Tax Contest without obtaining the Purchaser’s prior written consent of Purchaserconsent, which consent shall not be unreasonably withheld. (2) In conditioned, withheld or delayed. The rights of the case of a Equityholders and Equityholder Representative with respect to any Tax Contest for a Straddle Period shall be subject to any rights of the Bank or insurer with respect to such Tax Contest pursuant to the R&W Policy, unless the Equityholder Representative agrees that the Equityholders will be fully liable for any of its Subsidiaries, Liabilities resulting from such Tax Contest. Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, control any Tax Contest involving that the Bank or any of its Subsidiaries Equityholder Representative does not elect to control (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).a

Contest Provisions. (1i) Each of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened audits or assessments with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder. (ii) Seller shall have the right to represent the Bank’s interests control all audits, examinations, assessments or other proceedings in respect of Taxes (“Tax Proceedings”) and may make any decisions in connection with the Refund Claim and any other Tax Contest Proceeding relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other a Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) Return described in this Section 4.11(f)(16.5(d)(i) or Section 6.5(d)(ii) or that otherwise relates to Taxes for which Seller may be responsible under Section 6.5(a), Seller shall ; provided that (A) keep Purchaser reasonably informed with respect to the extent that any Tax Proceeding controlled by Seller relates to (1) Taxes arising as a result of any breach of or any inaccuracy in any representation or warranty contained in Section 4.9(l) or the tax treatment of the purchase and sale of the membership interests in Newco described in Sections 3.7 and 6.5(a), (2) the Allocation Schedule described in Section 3.7 or the Section 338(h)(10) Final Allocation Schedule described in Section 6.5(n)(ii) or (3) a Straddle Period (excluding in the case of this clause (3) any Tax Proceeding relating to a Consolidated Tax Return): (x) the Buyer Indemnified Parties may at their own expense participate in the proceedings related to such Tax ContestProceeding, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In but in the case of a Tax Contest for Proceeding in respect of a Straddle Period of Consolidated Tax Return only with respect to Tax matters described in clause (1) or (2), (y) Seller shall keep the Bank or any of its SubsidiariesBuyer Indemnified Parties reasonably and timely informed with respect to the commencement, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely status and reasonably detailed account of each phase nature of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, Proceeding and (iiiz) Seller shall be entitled consider any reasonable comments proposed by the Buyer Indemnified Parties that are related to participate in the defense of such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).Proceeding and

Contest Provisions. (1a) Seller If a claim shall be made by any Government Authority, that, if successful, might result in a payment on behalf of Parent to Purchaser under Section 8.2, Purchaser shall promptly notify Parent with such potential liability in writing (a “Tax Notice”) of such claim (a “Tax Claim”). If a Tax Notice is not given to Parent within a sufficient period of time to allow Parent to effectively contest such Tax Claim, or in reasonable detail to apprise Parent of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to the Tax Claim, such failure shall not release Parent from its indemnification obligations under this Agreement except to the extent Parent is materially prejudiced as a result thereof. (b) With respect to any Tax Claim that relates solely to a Pre-Closing Period, Parent shall have the right, at its own sole expense, to control and conduct all proceedings and negotiations in connection with such Tax Claim (including selection of counsel), and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. Purchaser or its designee shall have the right to represent the Bank’s interests participate in connection such proceedings and negotiations (including with the Refund Claim and any other Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice choice), at its sole expense, provided, that, except with respect to the Refund Claim, Seller and Parent shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to not settle such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest Claim without obtaining the prior written consent of Purchaser, which such consent shall not to be unreasonably withheld. . Parent shall reasonably cooperate with Purchaser in connection with such participation. If Parent elects, in its sole discretion, not to control and conduct the proceedings and negotiations in connection with a Tax Claim, Parent shall, within thirty (230) days of receipt of a Tax Notice with respect to such Tax Claim (the “Tax Notice Period”), notify Purchaser in writing of its intention not to control and conduct the proceedings and negotiations in connection with such Tax Claim. In such event, and in the case of a Tax Contest for Claim that does not relate solely to a Straddle Period of the Bank or any of its SubsidiariesPre-Closing Period, Purchaser may control, or cause its designee to control, and conduct such proceedings and negotiations in such manner as it may deem appropriate, and Parent shall have the right to controlparticipate in such proceedings and negotiations (including, without limitation, with counsel of their choice), at its own sole expense, such Tax Contest; provided, however, that (i) and Purchaser shall provide Seller reasonably cooperate with a timely Parent and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action its accountants and other representatives in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) participation; provided that Purchaser shall have the exclusive right to control, at its own expense, not settle any Tax Contest involving the Bank Claim without Parent’s consent (such consent not to be unreasonably withheld, conditioned or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)delayed).

Contest Provisions. (1) Seller Parent shall have the right to represent the Seller Bank’s interests in connection with the Refund Claim and any other Tax Contest relating to taxable Tax years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller Parent shall have first notified Purchaser Parent in writing (i) of its intention to do so; (ii) so and of the identity of counsel, if any, chosen by Seller Parent in connection therewith; , and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(14.14(f)(1), Seller Parent shall (A) keep Purchaser Parent reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of PurchaserPurchaser Parent, which consent shall not be unreasonably withheld, and Purchaser Parent shall be entitled to participate, at its own expense, in such Tax Contest. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its SubsidiariesSeller Bank, Purchaser Parent shall have the right to control, at its own expense, such Tax Contest; provided, however, that (iA) Purchaser Parent shall provide Seller Parent with a timely and reasonably detailed account of each phase of such Tax Contest, (iiB) Purchaser Parent shall consult with Seller Parent before taking any significant action in connection with such Tax Contest, and (iiiC) Seller Parent shall be entitled to participate in such Tax Proceedingproceeding, at its own expense. (3) Purchaser Parent shall have the exclusive right to control, at its own expense, any Tax Contest involving the Seller Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(14.14(f)(1) that Seller Parent elects to control and (2Section 4.14(f)(2)).

Contest Provisions. (1) Seller Buyer shall have give prompt written notice to the right to represent Sellers of the Bank’s interests in connection with the Refund Claim and commencement of any audit, administrative appeal, litigation, or other Tax Contest contest relating to taxable years Taxes (a "Tax Contest") that results in or periods ending on or before may result in a Loss for which indemnification may be claimed from the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect Sellers under this agreement (determined for this purpose without regard to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller Buyer's Deductible). The Sellers shall be liable for any reasonable expensesentitled at anytime to conduct, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contestcontrol, and settle (B"Audit Control") not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser the Sellers shall provide Seller with a timely and reasonably detailed account not have the right to agree to any assessment, deficiency, settlement, or other adjustment or proposed adjustment of each phase Taxes that would adversely affect the interest of such Tax ContestBuyer or the Acquired Companies without the written consent of Buyer, (ii) Purchaser which consent shall consult with Seller before taking any significant action in connection with such Tax Contestnot be unreasonably withheld; provided, and (iii) Seller shall be entitled to participate in such Tax Proceedingfurther, at its own expense. (3) Purchaser that the Buyer shall have the exclusive right to controlright, at its own expense, to participate in any such Tax Contest; provided, further, that Buyer may assume Audit Control in the event Sellers shall fail to prosecute such Tax Contest. Buyer shall cause the Company and/or the Subsidiaries (as applicable) (i) to execute any powers of attorney necessary in order to allow the Sellers to exercise its Audit Control and (ii) to cooperate fully with the Sellers in the conduct of the Tax Contest. The Sellers shall keep the Buyer reasonably informed as to the progress of any Tax Contest. Sellers shall not be responsible for any attorney's fees of the Buyer, the Company, or its Subsidiaries incurred after the Sellers assume control of the defense of a Tax Contest. In the event the Sellers do not take Audit Control, the Buyer shall keep the Sellers reasonably informed as to the progress of any Tax Contest involving the Bank and shall not enter into any settlement or any other disposition of its Subsidiaries (other than any such Tax Contest described prior to receiving the written consent of the Sellers, which consent may be withheld in Sections 4.11(f)(1) and (2))the sole discretion of the Sellers.

Contest Provisions. (1) Seller Securityholders’ Representative shall have the right to represent control the Bank’s interests conduct and resolution of any audit or other proceeding in connection with respect of any Taxes or Tax Returns of the Refund Claim Company and any other of its Subsidiaries (a “Tax Contest”), related to any Flow-Through Return, provided that Securityholders’ Representative shall in good faith allow Parent to make comments to Securityholders’ Representative regarding the conduct of or positions taken in such Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expense, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon settle any such Tax Contest without obtaining the prior written consent of PurchaserParent, which consent shall will not be unreasonably withheld. (2) In , conditioned or delayed. Parent shall control all other Tax Contests of the case Company and any of a its Subsidiaries, provided that Parent shall in good faith allow Securityholders’ Representative to make comments to Parent regarding the conduct of or positions taken in such Tax Contest and shall not settle any such Tax Contest without the prior written consent of Securityholders’ Representative, which consent will not be unreasonably withheld, conditioned or delayed. Parent shall not (and shall cause its Affiliates not to) take any Parent Closing Date Transaction (including, for a Straddle Period the avoidance of doubt, any action to liquidate Blocker on the Bank Closing Date after the Closing). Parent shall not, and shall not allow the Company or any of its Subsidiaries, Purchaser shall have to make an election under Code Section 6226 with respect to a Pre-Closing Tax Period or Straddle Period without the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account prior written consent of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expensethe Securityholders’ Representative. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. After the Closing, Buyer shall, and shall cause the Company and its subsidiaries to, promptly notify Seller Representative in writing upon receipt of any written notice of any tax audit or administrative or court proceeding with respect to any Flow- Through Returns (1a “Seller Tax Contest”). Seller Representative shall control the defense of any such Seller Tax Contest, provided that (i) Seller Representative shall keep Buyer reasonably informed of the progress of any such Seller Tax Contest and (ii) Buyer and its counsel shall have the right to represent the Bank’s interests participate in connection with the Refund Claim and any such Seller Tax Contest at its own expense. With respect to any other tax audit or administrative or court proceeding (a “Buyer Tax Contest relating Contest”), Buyer shall have the right to taxable years or periods ending on or before the Closing Date represent, and to employ counsel of its choice at its expense, providedthe interest of the Company and its subsidiaries, provided that, except with respect to the Refund Claimextent such Buyer Tax Contest relates to Taxes for which Sellers may be liable pursuant to this Agreement or which could reasonably be expected to adversely affect the Liability for Taxes of Sellers for any period, Seller shall have first notified Purchaser in writing or a portion thereof, (i) of its intention to do so; (ii) Buyer shall keep the Seller Representative reasonably informed of the identity progress of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Buyer Tax Contest, (ii) Purchaser Seller Representative and its counsel shall consult with Seller before taking have the right to participate in any significant action in connection with such Buyer Tax ContestContest at its own expense, and (iii) without the prior written consent of Seller Representative, which shall not be entitled to participate in such Tax Proceedingunreasonably withheld, at its own expense. (3) Purchaser conditioned or delayed, Buyer shall have not settle, either administratively or after the exclusive right to control, at its own expensecommencement of litigation, any such Buyer Tax Contest involving Contest. In the Bank or event of any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1conflict between this Section 6.4(h) and (2))Section 7.5, the provisions of this Section 6.4(h) shall control.

Contest Provisions. (1i) Buyer shall notify Seller shall have in writing within five (5) Business Days after receipt by Buyer, any of its Affiliates or any member of the right to represent Company Group of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the Bank’s interests in connection with Tax Liabilities of the Refund Claim and Company Group for any other Tax Contest relating to taxable years period or periods portion thereof ending on or before the Closing Date Date; provided, however, that the failure to notify Seller within such time period shall not relieve Seller from Liability hereunder. Seller shall have the sole right to represent the Company Group (or any member thereof) in any Tax audit or administrative or court proceeding relating to a consolidated, combined or unitary group Tax Return of Seller or to Taxes for which Seller or any of its Affiliates would be liable under Section 8.2 or otherwise, and to employ counsel of its choice at its expense. In the case of a contest that relates to Straddle Periods, providedBuyer shall control the conduct of such contest, that, except with respect to the Refund Claim, but Seller shall have first notified Purchaser the right to participate in writing (i) of such contest at its intention to do soown expense; (ii) provided that neither Buyer nor any member of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they Company Group may agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon settle any such Tax Contest contest in a manner that could affect Taxes or Tax attributes of Seller or any of its Affiliates without obtaining the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld, conditioned or delayed. (2ii) In the case of a Tax Contest for a Straddle Period Neither Buyer nor any member of the Bank Company Group may agree to settle any Tax claim in a manner that would affect Taxes or Tax attributes of Seller or any of its SubsidiariesAffiliates without the prior written consent of Seller, Purchaser which consent shall have the right to controlnot be unreasonably withheld, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expenseconditioned or delayed. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1) Buyer shall promptly notify Seller and provide a copy of such notification to the Tax Director of Seller Parent in writing upon receipt by Buyer, any of its Affiliates or the Company of notice of any pending, proposed, threatened or actual Tax audit or Tax deficiency, assessment or other claim which may affect the Taxes for any Pre-Closing Period or any Straddle Period for which Seller would be liable pursuant to Section 9.1(a). Seller shall promptly notify Buyer in writing upon receipt by Seller or any of its Affiliates of notice of any pending, proposed, threatened or actual Tax audit or Tax deficiency, assessment or other claim which may affect the Taxes for any Straddle Period for which Buyer would be liable pursuant to Section 9.1(b). Seller shall have the sole right to represent control the Bank’s interests defense in connection with any Tax audit or administrative or court proceeding (a “Tax Contest”) relating to any Pre-Closing Period of the Refund Claim Company and to employ counsel and other advisors of its choice at its expense. In the event of any other Tax Contest relating to taxable years or periods ending on or before a Straddle Period of the Closing Date Company, (i) to the extent the issues can be separated into those for which Seller would be liable under Section 9.1(a) and those for which Buyer would be liable under Section 9.1(b), then each of Seller and Buyer shall control the defense of those issues for which it would be liable, employing counsel and other advisors of its own choice, at its expense, (ii) with respect to employ all other issues, Buyer shall be entitled to control the defense employing counsel and other advisors of its choice at its expense, provided, that, except provided that Seller (along with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) counsel and other advisors of its intention to do so; (iichoice) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expensesentitled to participate in the defense of and to take over such defense if Buyer is not prosecuting the defense diligently, including reasonable fees for outside attorneys vigorously and other outside consultants incurred in connection with professionally. Neither Buyer nor the Refund Claim and any other Tax Contest; provided, further, that with respect Company may agree to settle any Tax Contest (other than claim which may affect the Refund ClaimTaxes for which Seller would be liable under Section 9.1(a) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of PurchaserSeller, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank or any of its Subsidiaries, Purchaser shall have the right to control, at its own expense, such Tax Contest; provided, however, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1i) Buyer shall notify Seller within twenty (20) Business Days after receipt by Buyer, any of its Affiliates or, after the Closing Date, the Company or GRA of written notice of any pending or threatened Tax audits or assessments relating to any Pre-Closing Tax Period. (ii) Seller shall have the sole right to represent the BankCompany’s and GRA’s interests in connection with the Refund Claim and any other Tax Contest audit or administrative or court proceeding relating to taxable years or periods ending a Tax liability (a “Tax Determination”) regarding any Tax Return related to a tax period that ends on or before prior to the Closing Date Date, and to employ counsel of its Seller’s choice at its Seller’s expense, provided, that, except with respect to the Refund Claim, unless Seller shall have first notified Purchaser notifies Buyer in writing (i) of its Seller’s intention not to do so; (ii) of represent the identity of counsel, if any, chosen by Seller Company or GRA in connection therewith; and (iii) they agree that Seller shall be liable for any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other such Tax ContestDetermination; provided, furtherhowever, that (A) Seller (“controlling party”) shall keep the Buyer, the Company and GRA (“noncontrolling party”) reasonably informed and consult in good faith with the non-controlling party with respect to any issue relating to such Tax Contest Determination, (B) the controlling party shall provide the non-controlling party with copies of all correspondence, notices and other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed written material received from any Governmental Authority with respect to such Tax ContestDetermination, (C) the controlling party shall provide the non-controlling party with a copy of, and (B) not settlean opportunity to review and comment on, compromise or abandon any all submissions made to a Governmental Authority in connection with such Tax Contest Determination and (D) the controlling party may not agree to an abandonment, settlement or compromise thereof without obtaining the prior written consent of Purchaserthe noncontrolling party, which consent shall not be unreasonably withheld, conditioned or delayed. (2iii) In the case of a Tax Contest for a Straddle Period Buyer, on behalf of the Bank or any of Company and GRA, at its Subsidiariesown respective expense, Purchaser shall have the right to controlexercise control at any time over the handling, at its own expense, disposition or settlement of any issue raised in any such Tax Contest; providedDetermination regarding any Straddle Period. (iv) Buyer shall have the sole right to represent the Company’s and GRA’s interests in any Tax Determination if Seller declines or fails to notify Buyer within twenty (20) business days of its election to exercise such rights pursuant to Section 6.13(c)(ii) and to employ counsel of Buyer’s choice at Buyer’s expense. For any taxable year or period beginning after the Closing Date, howeverBuyer shall have the sole right to defend the Company and GRA with respect to any issue, that (i) Purchaser shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contestsettle or compromise any issue, (ii) Purchaser shall consult with Seller before taking any significant action arising in connection with any Tax audit or administrative or court proceeding to the extent Buyer shall have agreed in writing to forego any indemnification under this Agreement with respect to such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expenseissue. (3v) Purchaser Nothing herein shall have be construed to impose on Buyer any obligation to defend the exclusive Company or GRA in any Tax audit or administrative or court proceeding. Any proceeding with respect to which Seller does not assume control in accordance with Section 6.13(c)(ii) may be settled or compromised in the discretion of Buyer, and any such settlement or compromise shall not affect Buyer’s right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2))indemnification under this Agreement.

Contest Provisions. (1) Seller shall have If, subsequent to the right to represent Closing, Parent, the Bank’s interests in connection with Surviving Corporation or any of the Refund Claim and any other subsidiaries receives notice of a Tax Contest relating solely to taxable years or periods any Tax period ending on or before the Closing Date with respect to which Indemnified Parties claim a right to indemnification under this Agreement (a “Pre-Closing Tax Contest”), then within a reasonable period after receipt of such notice, Parent shall notify the Stockholder Representative of such notice; provided, however, that any delay in the provision of such notice shall not limit any of the obligations of the Indemnifying Parties hereunder. Parent shall control the conduct and resolution of such Pre-Closing Tax Contest, provided that (i) Parent shall permit Stockholder Representative to employ participate in such Pre-Closing Tax Contest (using counsel of its choice own choosing and at its own expense), provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) Parent shall keep Stockholder Representative reasonably informed of the identity of counselall material developments on a timely basis, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller Parent shall be liable for not enter into any reasonable expensessettlement of, including reasonable fees for outside attorneys and other outside consultants incurred in connection with the Refund Claim and any other Tax Contest; provided, further, that with respect to any Tax Contest (other than the Refund Claim) described in this Section 4.11(f)(1), Seller shall (A) keep Purchaser reasonably informed with respect to such Tax Contest, and (B) not settle, otherwise compromise or abandon any such Pre-Closing Tax Contest without obtaining the prior written consent of PurchaserStockholder Representative if such settlement or compromise or abandonment would result in an indemnification claim by an Indemnified Party pursuant to this Agreement, which consent shall not be unreasonably withheld. (2) In the case of a Tax Contest for a Straddle Period of the Bank , conditioned or any of its Subsidiaries, Purchaser delayed. Each party shall have the right to control, at bear its own expense, costs for participating in such Tax Contest; provided, however, that (i) Purchaser . To the extent of any inconsistency between this Section 7.4 and Section 8.5 the provisions of this Section 7.4 shall provide Seller with a timely and reasonably detailed account of each phase of such Tax Contest, (ii) Purchaser shall consult with Seller before taking any significant action in connection with such Tax Contest, and (iii) Seller shall be entitled to participate in such Tax Proceeding, at its own expensecontrol. (3) Purchaser shall have the exclusive right to control, at its own expense, any Tax Contest involving the Bank or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) and (2)).

Contest Provisions. (1a) If any Tax Authority asserts a Tax Claim, then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other party or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the other party of any of its obligations under this Article 6, except to the extent that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Tax Authority. (b) Seller shall shall, upon written notice to Buyer, have the right to represent control, at its own expense, any audit, examination, contest, litigation or other proceeding by or against any Tax Authority (a “Tax Proceeding”) in respect of the Bank’s interests Company for any Pre-Closing Tax Period; provided, however, that if such action could have an adverse impact on Buyer, any Affiliate of Buyer or the Company, (i) Seller shall provide Buyer with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Seller shall consult with Buyer before taking any significant action in connection with the Refund Claim and any other such Tax Contest relating to taxable years or periods ending on or before the Closing Date and to employ counsel of its choice at its expenseProceeding, provided, that, except with respect to the Refund Claim, Seller shall have first notified Purchaser in writing (i) of its intention to do so; (ii) of the identity of counsel, if any, chosen by Seller in connection therewith; and (iii) they agree that Seller shall be liable for consult with Buyer and offer Buyer an opportunity to comment before submitting any reasonable expenses, including reasonable fees for outside attorneys and other outside consultants incurred written materials prepared or furnished in connection with the Refund Claim and any other such Tax Contest; providedProceeding, further, that with respect to any Tax Contest (other than the Refund Claimiv) described in this Section 4.11(f)(1), Seller shall defend such Tax Proceeding diligently and in good faith, (Av) keep Purchaser reasonably informed with respect Buyer (or an Affiliate of Buyer) shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax ContestProceeding received from the relevant Tax Authority, and (Bvi) Seller shall not settle, compromise or abandon any such Tax Contest Proceeding without obtaining the prior written consent of PurchaserBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. (2c) In the case of a Tax Contest Proceeding for a Straddle Period of the Bank or any of its SubsidiariesCompany, Purchaser the Controlling Party shall have the right to control, at its own expense, such Tax ContestProceeding; provided, however, that (i) Purchaser the Controlling Party shall provide Seller the Non-controlling Party with a timely and reasonably detailed account of each phase of such Tax ContestProceeding, (ii) Purchaser the Controlling Party shall consult with Seller the Non-controlling Party before taking any significant action in connection with such Tax ContestProceeding, and (iii) Seller the Controlling Party shall consult with the Non-controlling Party and offer the Non-controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith, (v) the Non-controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense. (3) Purchaser shall , if such Tax Proceeding could have an adverse impact on the exclusive right to control, at its own expense, any Tax Contest involving the Bank Non-controlling Party or any of its Subsidiaries (other than any Tax Contest described in Sections 4.11(f)(1) Affiliates and (2))vi) the Controlling Party shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, of the Non-controlling Party if such settlement, compromise or abandonment could have an adverse impact on the Non-controlling Party or any of its Affiliates. “Controlling Party” shall mean whichever of Seller or Buyer is reasonably expected to bear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and “Non-controlling Party” shall mean whichever of Seller or Buyer is not the Controlling Party with respect to such Straddle Period Tax Proceeding.