Common use of Contest Provisions Clause in Contracts

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which Sellers may be liable pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failure. (ii) The Stockholder Representative shall have the sole right to represent the Acquired Companies’ interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1, and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Stockholder Representative shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectively, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which Sellers may be liable pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failure. (ii) The Stockholder Representative shall have the sole right can elect to represent the Acquired Companies’ interests of the Company (in a good faith manner) in any Tax audit or administrative or court proceeding relating to any Tax for any taxable periods period ending on or before the Closing Date or otherwise relating to Taxes (including a Straddle Period) for which Sellers may a Tax Claim against the Escrow Amount could be liable pursuant to this made under Section 7.110.01(a), and to employ counsel of its choice choice, at its expense, to defend the position against the Governmental Authority provided that the Stockholder Representative shall summarize the course of any such action and the Acquiror can participate in any such action at its expense. In Notwithstanding the case of a Straddle Periodforegoing, the Stockholder Representative shall not be entitled to participate at its expense in settle, either administratively or after the commencement of litigation, any Tax audit or administrative or court proceeding relating (in whole or in part) to Claim regarding Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on Company or a Subsidiary that would be paid from the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), Escrow Amount without the prior written consent of the Stockholder Representative or Buyer, respectivelyAcquiror, which consent shall not be unreasonably withheld, conditioned subject to a resolution of whether withholding consent is reasonable or delayedunreasonable made pursuant to Section 9.07, if challenged by the Stockholder Representative. With respect to any Tax matter relating to a Pre-Closing Tax Period for which a Tax Claim will not be made, Acquiror shall have the sole right to represent the interests of the Company and any Subsidiary.

Contest Provisions. (i) Buyer Parent shall promptly notify the Stockholder Representative in writing upon receipt by BuyerParent, any of its Affiliates or any of a Parent Group Member or, after the Acquired Companies Effective Time, the Surviving Corporation of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations audits or assessments which might would materially affect the Tax liabilities of the Company for which Sellers may Parent Group Members are entitled to be liable indemnified pursuant to this Section 7.19.1(a); provided, however, that the failure to give notice as provided in comply with this Section 7.1(c)(i) provision shall not affect Buyera Parent Group Member’s right to indemnification under this Agreement hereunder except to the extent Sellers shall have been prejudiced by such failurefailure materially impairs Representative’s ability to contest any such Tax liabilities on behalf of the Participants. (ii) The Stockholder Subject to Section 9.1(d)(iii) below, the Representative shall have the sole right to represent the Acquired Companies’ interests of the Participants in any Tax audit or administrative or court proceeding relating to Tax liabilities for which Parent Group Members are entitled to be indemnified pursuant to Section 9.1(a) and which relate to taxable periods ending at or before the Effective Time, and to employ counsel of the Representative’s choice; provided, however, that the Representative shall have no right to participate in any Tax audit or administrative or court proceeding unless the Representative shall have first notified Parent in writing (A) of the Representative’s intention to do so, (B) of the identity of counsel, if any, chosen by the Representative in connection therewith, and (C) that the Representative agrees with Parent that the Parent Group Member shall be entitled to indemnification for any Losses and Expenses relating to Taxes that result from such audit or proceeding subject to, and in accordance with, Article XII; provided further, that Parent and its representatives shall be permitted, at Parent’s expense, to be present at, and participate in, any such audit or proceeding. Notwithstanding the foregoing, the Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Parent Group Member, the Company or any Affiliate thereof for any period after the Effective Time to any extent without the prior written consent of Parent. (iii) Parent shall have the sole right to represent the Surviving Corporation’s interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes Tax liabilities other than those for which Sellers may be liable the Representative has such right pursuant to this Section 7.1, 9.1(d)(ii) and to employ counsel of its Parent’s choice at its Parent’s expense. In Parent shall have the case of a Straddle Period, sole right to defend the Stockholder Representative Surviving Corporation with respect to any issue arising in connection with any Tax audit or administrative or court proceeding to the extent Parent shall have agreed in writing to forego any indemnification under this Agreement with respect to such issue. (iv) Nothing herein shall be entitled construed to participate at its expense impose on Parent any obligation to defend the Company in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable proceeding, but Parent shall assist the Representative to the portion extent it is necessary to allow the Representative to initiate a defense of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such Company in any Tax audit or legal proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectively, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (ia) Each of Buyer and the Stockholders’ Representative shall promptly notify the Stockholder Representative in writing other upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations audits or assessments which might affect the Tax liabilities with respect to Taxes for which Sellers such other party (or such other party’s Affiliates) may be liable pursuant to this Section 7.1hereunder (each a “Tax Contest”); provided, however, that the failure to give deliver such notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to any of the extent Sellers shall have been parties’ obligations hereunder unless such party was materially prejudiced by such failure. (ii) the delay in notice. The Stockholder Stockholders’ Representative shall have be entitled to participate at its expense in the sole right to represent defense of and, at its option, take control of the Acquired Companies’ interests in complete defense of, any Tax audit or administrative or court proceeding Contest relating solely to taxable periods any Tax period ending on or before the Closing Date Date, including any settlement or otherwise relating other disposition thereof (subject to Taxes for which Sellers may be liable pursuant to this the last sentence of Section 7.17.3(c)), and to employ counsel of its choice at its expense. In The Stockholders’ Representative shall exercise such option by providing to Buyer written acknowledgment of the case indemnification obligations of the Fully Diluted Common Holders and written notice of such election within twenty (20) days of the Stockholders’ Representative’s receipt of notice pursuant to the first sentence of this Section 7.3; provided, that if the Stockholders’ Representative fails to exercise such option within such twenty (20)-day period, Buyer shall assume control and complete defense of such Tax Contest (subject to the last sentence of Section 7.3(c)). Buyer shall, at the cost of the Stockholders’ Representative (provided that the Stockholders’ Representative will only be liable for reasonable out-of-pocket expenses and such expenses shall be paid solely from the Reserve Amount), procure all assistance the Stockholders’ Representative may reasonably require in relation to any action taken with respect to such Tax Contest. Buyer shall ensure that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Contest, including responding (in writing or otherwise) to any audit inquiry from any Taxing Authority, attending and conducting interviews, meetings, discussions and negotiations with any Taxing Authority, negotiating and concluding compromises, agreements and settlements with any Taxing Authority, lodging requests for rulings, opinions or determinations with any Taxing Authority or lodging or instituting objections, applications, appeals and other Litigations with any Taxing Authority, tribunal or court. (b) With respect to any Tax Contest relating to a Straddle Period, the Stockholder Representative Tax Items subject to such Tax Contest shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to distinguished among those for which the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired CompaniesFully Diluted Common Holders, on the one hand, or and the Stockholder Representative or any SellerBuyer, on the other hand, may settle any Tax claim for any are liable, and the Stockholders Representative or the Buyer, respectively, shall control the defense of those Taxes for which Sellers may it is liable. If any Tax Item cannot be liable pursuant to identified as being a liability exclusively of one party or cannot be separated from a Tax Item for which the other party is liable, the party which has the greater potential liability for such Tax Items shall control the defense of the Tax Contest. (c) In controlling the conduct of all or any portion of a Tax Contest described in Section 7.1(a7.3(a) or (b), the controlling party shall: (i) keep the non-controlling party reasonably informed regarding the status and progress of such Tax Contest; and (ii) provide to the non-controlling party drafts of any material correspondence to any Taxing Authority and consider in good faith any comments of the non-controlling party (or its advisors) on the correspondence. Notwithstanding anything to the contrary herein, neither the Stockholders’ Representative nor Buyer may agree to settle any claim for Taxes for a Tax period ending on or prior to the Closing Date or a Straddle Tax Period without the prior written consent of the Stockholder Representative or Buyer, respectivelysuch other party, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Buyer CLARCOR shall promptly notify the Stockholder Representative Stockholders in writing upon receipt by BuyerCLARCOR, any of its Affiliates Buyer or any of the Acquired Companies Company of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations audits or assessments which might may materially affect the Tax liabilities of the Company for which Sellers may the Stockholders would be liable required to indemnify CLARCOR pursuant to this Section 7.1; providedArticle XI (collectively, howevera “Tax Claim”), provided that the failure to give notice as provided in comply with this Section 7.1(c)(i) provision shall not affect BuyerCLARCOR’s right to indemnification under this Agreement hereunder except to the extent Sellers shall have been prejudiced by such failure. (ii) failure materially impairs the Stockholders’ ability to contest any such Tax liabilities or audits or assessments that could affect the Tax liabilities of the Stockholders. The Stockholder Representative Stockholders shall have the sole right to represent the Acquired Companies’ Company’s interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on a Seller Period or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1portion of a Straddle Period that constitutes a Seller Period, and to employ counsel of its their choice at their expense, provided, however, that CLARCOR and its expense. In the case of a Straddle Period, the Stockholder Representative representatives shall be entitled permitted, at CLARCOR’s expense, to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyerbe present at, and at Sellers’ sole expenseparticipate in, may assume the entire control of any such audit or proceeding. None Notwithstanding the foregoing, the Stockholders shall not be entitled to settle, either administratively or after the commencement of Buyerlitigation, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectivelyCLARCOR, which consent shall may not be unreasonably withheld, conditioned withheld so long as the Stockholders either (a) have paid all sums settled upon as due and owing or delayed(b) have indemnified the CLARCOR Group Members in a manner reasonably acceptable to CLARCOR in connection therewith.

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative Sellers in writing upon receipt by Buyerany Buyer Group Member, any of its Affiliates Company or any of the Acquired Companies Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might may affect the any Tax liabilities liability for which the Sellers may be are liable pursuant to paragraph (a) of this Section 7.1; provided8.2, however, provided that the failure to give notice as provided in comply with this Section 7.1(c)(i) provision shall not affect Buyer’s 's right to indemnification under this Agreement hereunder except to the extent such failure impairs the Sellers' ability to contest any such Tax liabilities. The Sellers shall have been prejudiced by such failure. (ii) The Stockholder Representative shall have the sole right to represent the Acquired Companies’ ' or the Subsidiaries' interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1Date, and to employ counsel of its their choice at its their expense. The Sellers shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of the Companies or Subsidiaries for any taxable period ending on or before the Closing Date. In the case of a any Straddle Period, the Stockholder Representative Sellers shall be entitled to participate at its their expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at the Sellers’ ' sole expense, may assume the entire control of such audit or proceeding. None of Buyerthe Buyer Group Members, any of its Affiliates Company or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, Subsidiary may agree to settle any Tax claim for any Taxes for which Sellers may be liable pursuant to the subject of indemnification by the Sellers under paragraph (a) of this Section 7.1(a), 8.2 without the prior written consent of the Stockholder Representative or Buyer, respectivelySellers, which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in the sole discretion of the Sellers.

Contest Provisions. (i) Buyer Each of the Purchasers’ Representative and the Sellers’ Representative shall promptly notify the Stockholder Representative other in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations audits or assessments which might affect the Tax liabilities with respect to Taxes for which Sellers such other party (or such other party’s Affiliates) may be liable pursuant to this Section 7.1; hereunder, provided, however, that the failure to give such notice as provided in this Section 7.1(c)(i) shall not affect Buyerrelease the Indemnifying Party’s right to indemnification obligations under this Agreement Article VII except to the extent Sellers such failure prejudices the defenses or other rights available to the Indemnifying Party. The Sellers’ Representative, at its own expense, shall have been prejudiced by such failure. (ii) The Stockholder Representative shall have be entitled to participate in the sole right to represent defense of and, at its option, take control of the Acquired Companies’ interests in complete defense of, any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers it may be liable pursuant to this Section 7.1liable, including any settlement or other disposition thereof, and to employ counsel of its choice at its expense. In expense provided, however, that the case Sellers’ Representative must, to the extent doing so is reasonably practicable, inform the Purchasers’ Representative before taking any material action with respect to the conduct of a Straddle Period, the Stockholder Representative shall be entitled to participate at its expense in any such Tax audit or administrative other proceeding. Notwithstanding the foregoing, if the Purchasers’ Representative reasonably determines that such Tax audit or court other proceeding relating (could have a material adverse impact on the Taxes of any member of the Purchasers’ Group in whole a taxable period or in part) to Taxes attributable to the portion of such Straddle Period ending on and including thereof beginning after the Closing Date andor otherwise materially adversely affect any member of the Purchasers’ Group, with (i) the written Sellers’ Representative shall not settle such Tax audit or other proceeding without the consent of Buyerthe Purchasers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) the Purchasers’ Representative, at its own expense, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax audit or other proceeding. The Purchasers’ Representative must, at the cost of the Sellers’ sole expenseRepresentative (provided that the Sellers’ Representative will only be liable for reasonable out-of-pocket expenses), procure all assistance the Sellers’ Representative may assume the entire control reasonably require in relation to any action taken in respect of such audit or proceedingassessment. None of Buyer, any of The Purchasers’ Representative must procure that the Sellers’ Representative (or its Affiliates or any designated Affiliate) is authorized to take such action on behalf and in the name of the Acquired Companiesrelevant Target Company as the Sellers’ Representative may reasonably require in respect of such audit or assessment, on the one handincluding responding (in writing or otherwise) to any audit inquiry from any Tax Authority, attending and conducting interviews, meetings, discussions and negotiations with any Tax Authority, negotiating and concluding compromises, agreements and settlements with any Tax Authority, lodging requests for ruling, opinions or the Stockholder Representative determinations with any Tax Authority or lodging or instituting objections, applications, appeals and other litigations with any SellerTax Authority, on the other hand, tribunal or court. Neither party may agree to settle any Tax claim for any Taxes for which Sellers the other may be liable pursuant to (including under Section 7.1(a), 7.1 and Section 7.2 of this Agreement) without the prior written consent of the Stockholder Representative or Buyer, respectivelysuch other party, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Seller shall promptly notify Buyer in writing upon receipt by Seller, and Buyer shall promptly notify the Stockholder Representative Seller in writing upon receipt by Buyer, any of its Affiliates Affiliates, or the Company or any of the Acquired Companies its Subsidiaries, of written notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities of the Company or its Subsidiaries or Seller for which Sellers may be liable periods or portions thereof ending on or including the Closing Date, including the Pre-Closing Straddle Period (“Tax Proceeding”), provided, that failure to provide notice of a Tax Proceeding shall not relieve any Party of its obligations pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been such Party was materially prejudiced by such failure. (ii) The Stockholder Representative . Buyer shall afford Seller, at the Seller’s expense, the opportunity to control the conduct of such Tax Proceeding and Buyer shall have the sole right to represent the Acquired Companies’ interests attend or participate in such Tax Proceeding; provided, that Buyer and Seller shall jointly control any Tax audit or administrative or court proceeding relating Proceeding that relates to taxable periods ending on or before the a Pre-Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1, and to employ counsel of its choice at its expense. In the case of a Straddle Period. Seller shall not settle, compromise or concede any such Tax Proceeding without the Stockholder Representative shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectively, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Buyer shall execute and deliver to Seller a power of attorney granting Seller the authority to control the conduct of such Tax Proceeding.

Contest Provisions. (i) After the Closing, each of the Buyer and the Company, on the one hand, and the Seller, on the other hand, (the "Recipient") shall promptly notify the Stockholder Representative chief tax officer (or other officer if no such position exists) of the other party in writing upon (including by telecopier) of the receipt by Buyer, the Recipient of any of its Affiliates or any of the Acquired Companies of written notice of any pending or threatened federal, state, local or foreign Tax audits, examinations notice of deficiency, proposed adjustment, assessment, examination or assessments which might affect the other administrative or court proceeding, suit, dispute or other similar claim (a "Tax liabilities Claim") received by Recipient from any Tax authority or any other party with respect to Taxes which, if determined adversely, could be grounds for which Sellers may be liable pursuant to indemnification under this Section 7.14.6; provided, provided however, that a failure by the failure Buyer to give such notice as provided in this Section 7.1(c)(i) shall not affect the Buyer’s right 's or Company's rights to indemnification under this Agreement except Section 4.6 unless and to the extent Sellers shall have been the Seller is materially and adversely prejudiced by as a consequence of such failure. (ii) The Stockholder Representative Seller may elect to control the conduct, through counsel of the Seller's own choosing and at the Seller's own expense and with the participation of the Buyer, or any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Period. If the Seller desires to elect to control any such Tax Claim, the Seller shall within 10 calendar days of receipt of the notice of asserted Tax liability notify Buyer in writing of its intent to do so. If the Seller properly elects to control such Tax Claim, then the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the sole right Buyer shall reasonably cooperate and shall cause the Company to represent reasonably cooperate at the Acquired Companies’ interests expense of the Seller, in each phase of such Tax Claim; provided however, that the Seller shall not settle, compromise and/or concede such asserted liability if such settlement, compromise or concession could increase the Tax liability of any of the Buyer (or any of its Affiliates) or the Company for any other taxable period without the consent of the Buyer. If the Seller does not elect to control a Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Claim for a Pre-Closing Date or otherwise relating to Taxes for which Sellers may be liable Period pursuant to this Section 7.14.6(e) (or, and to employ counsel of its choice at its expense. In the case of a Straddle Periodafter assuming control, the Stockholder Representative shall be entitled Seller fails to participate at reasonably defend against such Tax Claim), the Buyer or the Company may without affecting its expense in or any Tax audit or administrative or court proceeding relating (in whole or in part) other indemnified party's rights to Taxes attributable to indemnification under this Section 4.6, assume and control the portion defense of such Straddle Period ending on and including Tax Claim with participation by the Closing Date andSeller (at Seller's expense); provided, with however, that the written consent of Buyer, and at Sellers’ sole expense, Buyer may assume the entire control of not settle or compromise such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), Claim without the prior written consent of the Stockholder Representative or Buyer, respectivelySeller, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative Selling Parties in writing upon receipt by BuyerBuyer or, any of its Affiliates or any of after the Acquired Companies Closing Date, the Company of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations audits or assessments which might may materially affect the Tax liabilities of the Company for which Sellers may the Selling Parties would be liable required to indemnify Buyer Indemnified Parties pursuant to this Section 7.17.1(a)(i); provided, however, that the failure to give notice as provided in comply with this Section 7.1(c)(i) provision shall not affect Buyer’s right to indemnification under this Agreement hereunder except to the extent Sellers shall have been prejudiced by such failure. (ii) failure materially impairs the Selling Parties’ ability to contest any such Tax liabilities. The Stockholder Representative Selling Parties shall have the sole right to represent the Acquired Companies’ Company’s interests in any Tax audit or administrative or court proceeding relating which relates solely to taxable periods ending on or before the Closing Date or otherwise relating Date; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to Taxes for which Sellers may be liable pursuant to this Section 7.1present at, and participate in, any such audit or proceeding and the Selling Parties give adequate assurances of their ability to employ counsel satisfy any and all costs and liabilities associated therewith. Notwithstanding the foregoing, (A) neither the Selling Parties nor any Affiliate of its choice at its expense. In the case of a Straddle Period, the Stockholder Representative Selling Parties shall be entitled to participate at its expense settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes of any Buyer Group Member, the Company, or any Affiliate thereof for any period after the Closing Date to any extent unless the Selling Parties have indemnified each Buyer Group Member against the effects of any such settlement without the prior written consent of Buyer, not to be unreasonably withheld, (B) Buyer shall have the sole right to defend the Company with respect to any issue 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 issue and (C) nothing herein shall be construed to impose on Buyer any obligation to defend the Company in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectively, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Buyer Purchaser shall promptly notify the Stockholder Seller Representative in writing upon receipt by BuyerPurchaser, any of its Affiliates or or, after the Closing Date, any member of the Acquired Companies Company Group or Blocker, of notice of any pending or or, to the knowledge of the Company, threatened federal, state, local or foreign Tax audits, examinations assessments or assessments which might affect the other proceeding relating to any Pre-Closing Tax liabilities Return or Straddle Period Tax Return or relating to a Tax for which the Sellers may be liable pursuant to this Section 7.1; providedAgreement (each, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failurea “Pre-Closing Audit”). (ii) The Stockholder Seller Representative shall shall, at its expense, have the sole right (but not the obligation) to represent the Acquired Companies’ Company Group or the Blocker’s interests in any Pre-Closing Audit that relates solely to Pre-Closing Tax audit Returns or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes a Tax for which the Sellers may be liable pursuant to this Section 7.1Agreement, and to employ counsel of the Seller Representative’s choice; provided, however, that Purchaser and its choice authorized representatives shall have the right, at its Purchaser’s expense. In , to be present at, participate in, consult with the case Seller Representative, and receive copies of a Straddle Period, all correspondence with respect to any such Pre-Closing Audit. (iii) Neither Purchaser nor the Stockholder Seller Representative shall be entitled to participate at its expense in any Tax audit settle, either administratively or administrative or court proceeding relating (in whole or in part) to Taxes attributable to after the portion commencement of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyerlitigation, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), Pre-Closing Audit without the prior written consent of the Stockholder Representative or Buyer, respectively, other party (which consent shall not be unreasonably withheld, conditioned or delayed). (iv) The Company shall make (and the Sellers and the Seller Representative shall cooperate to make) any available election pursuant to Section 6226 of the Code with respect to any audit, examination or other examination with respect to Income Taxes for all Pre-Closing Tax Periods.

Contest Provisions. (i) After the Closing, each of the Buyer and the Company, on the one hand, and the Seller, on the other hand, (the "Recipient") shall promptly notify the Stockholder Representative chief tax officer (or other officer if no such position exists) of the other party in writing upon (including by facsimile) of the receipt by Buyer, the Recipient of any of its Affiliates or any of the Acquired Companies of written notice of any pending or threatened federal, state, local or foreign Tax audits, examinations notice of deficiency, proposed adjustment, assessment, examination or assessments which might affect the other administrative or court proceeding, suit, dispute or other similar claim (a "Tax liabilities Claim") received by Recipient from any Tax authority or any other party with respect to Taxes which, if determined adversely, could be grounds for which Sellers may be liable pursuant to indemnification under this Section 7.14.6; provided, provided however, that a failure by the failure Buyer to give such notice as provided in this Section 7.1(c)(i) shall not affect the Buyer’s right 's or Company's rights to indemnification under this Agreement except Section 4.6 unless and to the extent Sellers shall have been the Seller is materially and adversely prejudiced by as a consequence of such failure. (ii) The Stockholder Representative Seller may elect to control the conduct, through counsel of the Seller's own choosing and at the Seller's own expense and with the participation of the Buyer, or any Tax Claim involving any asserted liability with respect to or relating to any Pre-Closing Period. If the Seller desires to elect to control any such Tax Claim, the Seller shall within 10 calendar days of receipt of the notice of asserted Tax liability notify Buyer in writing of its intent to do so. If the Seller properly elects to control such Tax Claim, then the Seller shall have all rights to settle, compromise and/or concede such asserted liability and the sole right Buyer shall reasonably cooperate and shall cause the Company to represent reasonably cooperate at the Acquired Companies’ interests expense of the Seller, in each phase of such Tax Claim; provided however, that the Seller shall not settle, compromise and/or concede such asserted liability if such settlement, compromise or concession could increase the Tax liability of any of the Buyer (or any of its Affiliates) or the Company for any other taxable period without the consent of the Buyer. If the Seller does not elect to control a Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Claim for a Pre-Closing Date or otherwise relating to Taxes for which Sellers may be liable Period pursuant to this Section 7.14.6(e) (or, and to employ counsel of its choice at its expense. In the case of a Straddle Periodafter assuming control, the Stockholder Representative shall be entitled Seller fails to participate at reasonably defend against such Tax Claim), the Buyer or the Company may without affecting its expense in or any Tax audit or administrative or court proceeding relating (in whole or in part) other indemnified party's rights to Taxes attributable to indemnification under this Section 4.6, assume and control the portion defense of such Straddle Period ending on and including Tax Claim with participation by the Closing Date andSeller (at Seller's expense); provided, with however, that the written consent of Buyer, and at Sellers’ sole expense, Buyer may assume the entire control of not settle or compromise such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), Claim without the prior written consent of the Stockholder Representative or Buyer, respectivelySeller, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative Seller in writing upon receipt by Buyer, Buyer or any of its Affiliates or any of the Acquired Companies affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations audits or assessments which might that may materially affect the Tax tax liabilities of the Company for which Sellers may Seller would be liable required to indemnify Buyer pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failure. (ii) The Stockholder Representative 6.2(a). Seller shall have the sole right to represent the Acquired Companies’ Company's interests in any Tax tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1Date, and to employ counsel settle any such proceeding as it sees fit so long as Seller indemnifies Buyer against the effects of its choice at its expenseany such settlement; provided, however, Seller shall consult with Buyer with respect to the resolution of any issue relating to or which could affect a straddle or post-close period and Seller shall not settle or cause to be settled any issue or file any amended return relating to such issues without the prior written consent of Buyer, which consent shall not be unreasonably withheld. In the case of a Straddle Period, the Stockholder Representative Seller shall be entitled to participate at its expense in the defense of any Tax audit claim for Taxes for a year or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period period ending on and including after the Closing Date which may be the subject of indemnification by Seller pursuant to Section 6.2(a) and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control defense of any such audit or proceedingclaim. None of Buyer, Neither Buyer nor the Company may agree to settle any of its Affiliates or any tax claim for the portion of the Acquired Companies, year or period ending on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for Closing Date which Sellers may be liable pursuant to the subject of indemnification by Seller under Section 7.1(a), 6.2(a) without the prior written consent of the Stockholder Representative or Buyer, respectivelySeller, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Sellers’ Representative in writing upon receipt by Buyer, or any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations proceedings, litigation, adjustments or assessments which might affect relating to any Tax Period ending on or before the Effective Time or any Straddle Period or relating to a Tax liabilities for which Sellers may be liable pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except (“Tax Proceeding”). Notwithstanding anything else to the extent Sellers shall have been prejudiced by such failure. (ii) The Stockholder contrary in ARTICLE X, Sellers’ Representative shall have the sole right to represent the Acquired Companies’ Company’s and each Subsidiary’s interests in any Tax audit or administrative or court proceeding Proceeding relating to taxable periods a Tax Period ending on or before the Closing Date Effective Time or otherwise relating any Straddle Period if such Tax Proceeding is reasonably likely to Taxes for which Sellers may be liable pursuant to this Section 7.1adversely affect Sellers, and to employ counsel of its Sellers’ Representative’s choice at Sellers’ expense; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Tax Proceeding. In the case Neither Buyer nor any Affiliate of a Straddle Period, the Stockholder Representative Buyer shall be entitled to participate at its expense in settle, either administratively or after the commencement of litigation, any claim for Taxes which could reasonably adversely affect Sellers relating to any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including or before the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit Effective Time or proceeding. None of Buyer, to any of its Affiliates Straddle Period or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any relating to a Tax claim for any Taxes for which Sellers may would be liable pursuant to Section 7.1(a), this Agreement without the prior written consent of the Stockholder Sellers’ Representative or Buyer, respectively, (which consent shall not be unreasonably withheld, conditioned or delayed).

Contest Provisions. (i) Buyer The Purchaser and the Company shall promptly notify the Selling Stockholder Representative in writing upon receipt by Buyerthe Purchaser, the Company or any of its Affiliates Subsidiaries, or any of the Acquired Companies their respective affiliates, of notice of any pending or threatened federal, state, or local or foreign Tax audits, examinations or assessments which might may affect the any Tax liabilities liability for which Sellers may be the Selling Stockholder is liable pursuant to this Section 7.15.4(a) hereof; provided, however, provided that the failure to give notice as provided in comply with this Section 7.1(c)(i) provision shall not affect Buyer’s right to indemnification under this Agreement the Purchaser's rights hereunder, except to the extent Sellers shall have been prejudiced by such failure. (ii) failure impairs the Selling Stockholder's ability to contest any such Tax liabilities. The Selling Stockholder Representative shall have the sole right (i) to represent the Acquired Companies’ interests of the Company or any of its Subsidiaries in any Tax audit or administrative or court proceeding relating to (A) taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this and (B) any of the matters discussed in Section 7.15.4(a)(v) hereof, and (ii) in connection therewith, to employ counsel of its choice at and expense. The Selling Stockholder shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating (in whole or in part) to Taxes of the Company and its expenseSubsidiaries for any period ending on or before the Closing Date. In the case of a any Straddle Period, the Selling Stockholder Representative shall be entitled to participate participate, at its expense expense, in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyerthe Purchaser, and at Sellers’ the Selling Stockholder's sole expense, may assume the entire control of such audit or proceeding. None of BuyerNeither the Purchaser nor the Company, nor any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other handtheir respective 36 38 Subsidiaries and affiliates, may agree to settle any Tax claim for which relates to or arises from any Taxes for which Sellers may be the Selling Stockholder is liable pursuant to Section 7.1(a), 5.4(a)(i) or Section 5.4(a)(v) hereof without the prior written consent of the Stockholder Representative or Buyer, respectivelySelling Stockholder, which consent shall not be unreasonably withheld, conditioned or delayed.

Contest Provisions. (a) In the event (i) Buyer shall promptly notify the Stockholder Representative in writing upon receipt by Buyer, any of Seller or its Affiliates or any of the Acquired Companies of (ii) Buyer or its Affiliates receives notice of any pending or threatened federalTax audit or assessment or other dispute concerning Taxes with respect to which the other party may incur liability under this Article VII, statethe party in receipt of such notice promptly shall notify the other party of such matter in writing, local or foreign Tax audits, examinations or assessments which might affect the Tax liabilities for which Sellers may be liable pursuant provided that failure of a party to comply with this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) provision shall not affect Buyerany party’s right to indemnification under this Agreement except hereunder unless such failure materially adversely affects the ability of the party that did not receive notice to the extent Sellers shall have been prejudiced by challenge such failureTax audits or assessments. (iib) The Stockholder Representative Seller shall have the sole right to represent the Acquired Companies’ interests of the Company or any Company Subsidiary in any Tax audit or administrative or court proceeding relating to any Tax for any taxable periods period ending on or before the Closing Date (or for which the Seller may otherwise be required to indemnify the Buyer under this Agreement), and to employ counsel of its choice at Seller’s expense. Notwithstanding the foregoing, Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding Taxes with respect to any Return of either Company or any Company Subsidiary (or modify any such Return) that adversely would affect the liability for Taxes of Buyer or the Company for any period beginning on or after the Closing Date or create an indemnity obligation on the part of Buyer without the prior written consent of Buyer, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to the extent that Seller indemnifies Buyer against the effects of such settlement. (c) Buyer shall have the sole right to represent the interests of the Company or any Company Subsidiary in any Tax audit or administrative or court proceeding relating to Taxes with respect to taxable periods including (but not ending before) or beginning after the Closing Date (and for which Sellers the Seller may otherwise be liable pursuant required to indemnify the Buyer under this Section 7.1, Agreement) and to employ counsel of its choice at its expense. In the case of a Straddle Period; provided, the Stockholder Representative however, that Buyer shall not be entitled to participate at its expense in settle, either administratively or after the commencement of litigation, any claim regarding Taxes that adversely would affect the liability of Seller (including any Taxes that may be payable by any indirect owners of Seller) for any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, create an indemnity obligation on the one hand, or the Stockholder Representative or any part of Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectivelySeller, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed; provided, however, that such consent shall not be required to the extent that Buyer indemnifies Seller against the effects of such settlement. Where consent to settlement is withheld by Seller pursuant to this Section 7.3, Seller may continue or initiate any further proceedings at its own expense.

Contest Provisions. (i) Buyer Seller shall promptly notify represent the Stockholder Representative Seller Consolidated Group in writing upon any federal, state, local or foreign Tax action, suit, investigation, audit, or assessment with respect to Taxes of the Seller Consolidated Group. Upon receipt by Buyer, Seller or any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign Tax auditsaction, examinations suit, investigation, audits or assessments which might affect related to the Acquired Companies, the Business, or the Transferred Assets (a “Business Taxes Audit”), Seller shall promptly notify Buyer in writing. Seller shall have the right to represent the Seller Consolidated Group’s interests in any Business Taxes Audit, and to employ counsel of Seller’s choice at Seller’s expense; provided, that: (i) Seller shall keep Buyer reasonably informed and consult with Buyer with respect to any issue relating to such Business Taxes Audit, and (ii) Seller shall not settle any such Business Taxes Audit without the consent of Buyer (not to be unreasonably withheld, conditioned, or delayed). Buyer shall control all federal, state, local or foreign Tax liabilities action, suit, investigation, audit, or assessment with respect to Taxes of the Buyer or any of its Affiliates (including the Acquired Companies). Upon receipt by Buyer or any of its Affiliates of notice of any pending or threatened federal, state, local or foreign Tax action, suit, investigation, audits or assessments related to Taxes for which Sellers Seller may be liable pursuant to this Section 7.1; providedAgreement (“Indemnified Taxes Audit”), however, that the failure to give notice as provided Buyer shall promptly notify Seller in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failure. (ii) The Stockholder Representative writing. Buyer shall have the sole right to represent the Acquired Companies’ interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Indemnified Taxes for which Sellers may be liable pursuant to this Section 7.1Audit, and to employ counsel of its Buyer’s choice at its Buyer’s expense. In ; provided, that: (i) Buyer shall keep Seller reasonably informed and consult with Seller with respect to any issue relating to such Indemnified Taxes Audit, and (ii) Buyer shall not settle any such Indemnified Taxes Audit without the case of a Straddle Period, the Stockholder Representative shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant Seller (not to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectively, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed).

Contest Provisions. (i) Buyer shall promptly notify In the Stockholder Representative in writing upon receipt by event the Buyer, any of its Affiliates the Company or any Subsidiary of the Acquired Companies of Company receives notice of any pending or threatened federalTax audit, stateassessment or other dispute concerning Taxes with respect to which the Seller may incur liability pursuant to the indemnifications provisions of Section 11.2(a) (any such audit, local assessment or foreign Tax auditsother dispute, examinations or assessments which might a “Contest”), the Buyer shall notify the Seller promptly of such Contest pursuant to a Notice of Claim; provided that failure of the Buyer to comply with this provision shall not affect the Tax liabilities for which Sellers may be liable Buyer’s right to indemnification pursuant to this Section 7.1Article XI unless such failure materially adversely affects the ability of the Seller to challenge such Contest. In the event the Seller or any of its Affiliates receives notice of any pending or threatened Tax audit, assessment or other dispute concerning Taxes with respect to THC in respect of taxable periods during which Tinc and THC were members of the same affiliated, consolidated, combined, unitary or aggregate group (any such audit, assessment or other dispute, a “THC Tax Contest”), the Seller shall notify the Buyer promptly of such THC Tax Contest pursuant to a Notice of Claim. The Buyer shall have the right to participate (at its own expense) in any such THC Tax Contest. Seller shall keep the Buyer reasonably informed of the details and status of such THC Tax Contest (including providing the Buyer with copies of all written correspondence regarding such THC Tax Contest). Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any such THC Tax Contest that would increase the liability for Taxes of the Buyer or the Company or any of its Subsidiaries for any period without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. (ii) The Seller shall control any Contest that relates to any taxable period ending on or before the Closing Date, and shall be entitled to employ counsel of its choice at the Seller’s expense; provided that (x) the Buyer shall have the right to participate (at its own expense) in any such Contest and (y) the Seller shall keep the Buyer reasonably informed of the details and status of such Contest (including providing the Buyer with copies of all written correspondence regarding such Contest). Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any such Contest that would increase the liability for Taxes of the Buyer or the Company or any of its Subsidiaries for any period beginning on or after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably conditioned, withheld or delayed. If the Seller fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Buyer of notice of such Contest, the Buyer shall have the right to assume control of such Contest; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) Buyer shall not affect Buyer’s right settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of the Seller, such consent not to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failurebe unreasonably withheld, conditioned or delayed. (iiiii) The Stockholder Representative Buyer shall have the sole right control any Contest that relates to represent the Acquired Companies’ interests in any Tax audit or administrative or court proceeding relating to taxable periods period including (but not ending on or before on) the Closing Date or otherwise relating to Taxes for which Sellers may and shall be liable pursuant to this Section 7.1, and entitled to employ counsel of its choice at its expense. In ; provided, that (x) the case of a Straddle Period, Seller shall have the Stockholder Representative shall be entitled right to participate (at its expense own expense) in any Tax audit or administrative or court proceeding relating such Contest; (in whole or in party) to Taxes attributable to the portion Buyer shall keep the Seller reasonably informed of the details and status of such Straddle Period ending on Contest (including providing the Seller with copies of all written correspondence regarding such Contest); and including the Closing Date and, (z) with the written consent of the Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), without the prior written consent of the Stockholder Representative or Buyer, respectively, which consent shall not be unreasonably withheld, conditioned or delayed, the Seller may assume control of the conduct of such Contest. Notwithstanding the foregoing, the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any such Contest that would increase the liability for Taxes of the Seller without the prior written consent of the Seller, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to the extent that the Buyer directly pays such additional amounts owed by the other party, if any, and agrees in writing with the other party not to seek indemnity from the other party against the effects of such settlement. If the Buyer fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by the Buyer of notice of such Contest, the Seller shall have the right to assume control of such Contest; provided, however, that Seller shall not settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed. (iv) To the extent that it conflicts with Section 11.3(b), the provisions of this Section 11.8(d) shall control with respect to all Contests.

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative Selling Shareholders in writing upon receipt by Buyer, any Buyer of its Affiliates or any of the Acquired Companies of written notice of any pending or threatened federal, state, local tax audit or foreign Tax audits, examinations or assessments assessment which might could affect the Tax tax liabilities of the Target Corporations for which Sellers may the Selling Shareholders would be liable pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failure. (ii) Agreement. The Stockholder Representative Selling Shareholders shall have the sole right to represent the Acquired Companies’ Target Corporations' interests in any Tax tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1Date, and to employ counsel of its their choice at its their expense. In Notwithstanding the case of a Straddle Periodforegoing, the Stockholder Representative Selling Shareholders shall not be entitled to participate at its expense in settle, either administratively or after the commencement of litigation, any Tax audit claim for taxes that would adversely affect to any extent the Buyer's or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including any Target Corporation's liability for taxes for any period after the Closing Date and(including but not limited to, with the written consent imposition of Buyerincome tax deficiencies, and at Sellers’ sole expensethe reduction of asset basis, may assume the entire control lengthening of such audit any amortization or proceeding. None depreciation period, the denial of Buyer, any of its Affiliates amortization or any of the Acquired Companies, on the one handdepreciation deductions, or the Stockholder Representative reduction of loss or credit carryforwards without regard to any Seller, limitations on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), use of such amounts) without the prior written consent of the Stockholder Representative or Buyer, respectively, which . Such consent shall not be unreasonably withheld, conditioned or delayedand shall not be necessary to the extent that the Selling Shareholders have indemnified the Buyer against the effects of any such settlement.

Contest Provisions. (1) Subject to the next sentence, with respect to any Tax Contest (except for any Tax Contests governed by Section 4.25 and Section 4.25 of the Bank Disclosure Schedules) that relates solely to a Pre-Closing Tax Period, Seller shall control, at its own expense, proceedings taken in connection with such Tax Contest (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto and may, at its own expense and in its sole discretion, either pay the Tax and xxx for a refund where applicable Law permits such refund suits or contest the Tax Contest in any permissible manner. Notwithstanding the foregoing, with respect to any Tax Contest described in the preceding sentence, Seller shall not (i) Buyer shall promptly notify the Stockholder Representative in writing upon receipt by Buyersettle, compromise or abandon any of its Affiliates or any of the Acquired Companies of notice of any pending or threatened federal, state, local or foreign such Tax audits, examinations or assessments which might affect the Tax liabilities for which Sellers may be liable pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failure. (ii) The Stockholder Representative shall have the sole right to represent the Acquired Companies’ interests in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1, and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Stockholder Representative shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period ending on and including the Closing Date and, with the written consent of Buyer, and at Sellers’ sole expense, may assume the entire control of such audit or proceeding. None of Buyer, any of its Affiliates or any of the Acquired Companies, on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for which Sellers may be liable pursuant to Section 7.1(a), Contest without the prior written consent of the Stockholder Representative or Buyer, respectivelyPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent that an adverse determination in such Tax Contest would result in a material Tax liability of Purchaser, the Bank Entities or any of their Affiliates in a Tax period that ends after the Closing, or could resolve an issue that could reasonably be expected to recur in a subsequent period, the resolution of which could bind or reasonably prejudice the resolution of such issue in any subsequent period or (ii) conduct any such Tax Contest in a manner that could result in material disruptions for Purchaser or any Bank Entity (for example, by contesting a Tax prior to payment in a manner that prevents Purchaser or any Bank Entity from receiving withholding clearance certificates or other documentation from an applicable taxing authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). (2) Purchaser shall have the right to control the conduct of any Tax Contest that relates to a Straddle Period (except for any Tax Contests governed by Section 4.25 and Section 4.25 of the Bank Disclosure Schedules) so long as the matter does not relate to federal Taxes or state, local or foreign income Taxes applicable to the Bank Entities or Seller (or Affiliate) for any period prior to the Closing Date. If a Tax Contest (except for any Tax Contests governed by Section 4.25 and Section 4.25 of the Bank Disclosure Schedules) that relates to a Straddle Period does relate to federal Taxes or state, local or foreign income Taxes applicable to the Bank Entities or Seller, the Controlling Party shall have the right and obligation to conduct, at its own expense, such Tax Contest, provided that (i) the Controlling Party shall provide the Non-Controlling Party with a timely and reasonably detailed account of the status of such Tax Contest, (ii) the Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Contest, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (iv) the Non-Controlling Party shall be entitled to participate in such Tax Contest, (v) the Controlling Party shall not settle, compromise, or abandon any such Tax Contest without obtaining the prior written consent of the Non-Controlling Party, which consent shall not be unreasonably withheld, conditioned or delayed and (vi) the Controlling Party shall not conduct any such Tax Contest in a manner that could result in material disruptions for Purchaser or any Bank Entity (for example, by contesting a Tax prior to payment in a manner that prevents Purchaser or any Bank Entity from receiving withholding clearance certificates or other documentation from an applicable Taxing authority

Contest Provisions. (i) Buyer shall promptly notify the Stockholder Representative Sellers in writing upon receipt by Buyer, any of its Affiliates or any of the Acquired Companies Foremost of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations income or franchise tax audits or assessments which might may affect the Tax tax liabilities of Foremost for which Sellers may would be liable required to indemnify Buyer pursuant to this Section 7.1; provided, however, that the failure to give notice as provided in this Section 7.1(c)(i) shall not affect Buyer’s right to indemnification under this Agreement except to the extent Sellers shall have been prejudiced by such failuresubsection (a). (ii) The Stockholder Representative Sellers shall have the sole right to represent the Acquired Companies’ Foremost's interests in any Tax tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date or otherwise relating to Taxes for which Sellers may be liable pursuant to this Section 7.1Date, and to employ counsel of its their choice at its their expense. In the case of a Straddle Period, the Stockholder Representative . (iii) Sellers shall be entitled to participate at its their expense in the defense of any Tax audit claim for Taxes for the year or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the portion of such Straddle Period period ending on and including after the Closing Date which may be the subject of indemnification by Sellers pursuant to subsection (a) and, with the written consent of Buyer, and at Sellers’ its sole expense, may assume the entire control defense of such audit or proceedingtax claim. None of Buyer, Neither Buyer nor Foremost may agree to settle any of its Affiliates or any tax claim for the portion of the Acquired Companies, year or period ending on the one hand, or the Stockholder Representative or any Seller, on the other hand, may settle any Tax claim for any Taxes for Closing Date which Sellers may be liable pursuant to Section 7.1(a), the subject of indemnification by Sellers under subsection (a) without the prior written consent of the Stockholder Representative or Buyer, respectivelySellers, which consent shall not be unreasonably withheld, conditioned or delayed.