Common use of Contest Provisions Clause in Contracts

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

Contest Provisions. (a) The party responsible If a claim for preparation and filing Taxes, including, without limitation, notice of a pending or threatened audit, shall be made by any Taxing Authority with respect to the Company for taxable periods beginning on or before the Closing Date (“Tax Returns under Section 3.1 (the “Responsible PartyClaim”), the Acquiror shall promptly notify the Stockholder Representative in writing of the Tax Claim; provided, however, that the failure to give such notice as provided herein shall not relieve the Stockholders of their obligations under Section 6.1(a) except to the extent that the Stockholders are actually prejudiced thereby. Such notice shall state the nature and basis of the Tax Claim and the amount thereof, to the extent known. (i) Except as provided in Section 6.3(b)(ii), the Acquiror and the Stockholder Representative shall, each at its own expense, jointly control the representation of the Company and its Subsidiaries in any Tax audit or administrative or court proceeding to the extent relating to Tax liabilities for which indemnity would be available. Such joint control shall include, but not be limited to, joint control over (A) the selection of counsel or other advisors of the Company and its Subsidiaries in connection with such audit or dispute; (B) any positions to be taken in such audit or proceeding; (C) the preparation of any written submission to be sent to a Taxing Authority; and (D) settlement, resolution, or closing or other agreement with respect to such audit or proceeding. In connection therewith, and without limiting the foregoing in any manner, (1) each party shall have the exclusive right to control, contestbe present at, and participate in, any such audit or proceeding; (2) each party shall have the right to receive or obtain copies of all correspondence, notices, and the written materials received from any Taxing Authorities; (3) each party shall have the obligation to keep the other party advised of significant or material developments in the audit or dispute and of significant or material communications involving representatives of the Taxing Authorities; (4) each party shall have the obligation to consult seriously and in good faith with the other party regarding any positions to be taken in such audit or proceeding; (5) each party shall have the obligation to consult seriously and in good faith in the preparation of any written submission to be sent to a Taxing Authority; and (6) each party shall have the obligation to consult seriously and in good faith with the other party regarding any settlement, resolution, or closing or other agreement with respect to such audit or proceeding. In the event that Acquiror and the Stockholder Representative are unable to resolve any dispute with respect to such audit or proceeding, such dispute shall be resolved pursuant to Section 6.4, which resolution shall be binding on the parties. (ii) If the amount at issue in a Tax Claim is reasonably expected to involve $200,000 or less (taking into account any amounts that would be at issue if the items were similarly disputed by other Taxing Authorities), the Acquiror shall have the sole right to represent the interests interest of Parent, Spinco the Company and their respective Affiliates its Subsidiaries in any Tax controversyaudit or administrative or court proceeding to the extent relating to Tax liabilities for which indemnity would be available; provided, including however, that, at the Stockholders’ expense (without limitationin proportion to their respective ownership of Company Capital Stock), (A) the Stockholder Representative and its representatives shall be permitted to be present at, and participate in, any auditsuch audit or proceeding; (B) the Acquiror shall provide the Stockholder Representative and its representatives with copies of all correspondence, protestnotices, and the written materials received from any Taxing Authorities and shall otherwise keep the Stockholder Representative and its representatives advised of significant or material developments in the audit or dispute and of significant or material communications involving representatives of the Taxing Authorities; (C) the Acquiror shall consult seriously and in good faith with the Stockholder Representative regarding any positions to be taken in such audit or proceeding; (D) the Acquiror shall provide the Stockholder Representative with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that the Stockholder Representative or its representatives may have with respect thereto; and (E) there will be no settlement, resolution, or claim for refund to closing or other agreement with respect thereto without the Appeals Division consent of the IRSStockholder Representative not to be unreasonably withheld or delayed. Notwithstanding the foregoing, competent authority proceeding (x) control over the representation of the Company and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection its Subsidiaries with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (b) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates respect to a Tax Claim shall be governed by Section 6.3(b)(i) if the amount of Spinco any unresolved indemnity claims made by the Acquiror pursuant to this Article VI or any Spinco Affiliate or that could give rise Article IX plus the aggregate amount of all undisputed claims pursuant to a liability of Spinco or any Spinco Affiliate under this Agreement, Article VI and Spinco shall use reasonable efforts to keep Parent advised as Article IX for which indemnity is required from the Stockholders (calculated without regard to the status limitation described in Section 9.3(a)) exceeds the Deductible and (y) if at any time there is reason to expect the amount at issue in the Tax Claim will exceed $200,000 (taking into account any amounts that would be at issue if the items were similarly disputed by other Taxing Authorities), control over the representation of Tax audits the Company and litigation involving any issue its Subsidiaries from that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”point forward shall be governed by Section 6.3(b)(i). Parent In the event that Acquiror and Spinco the Stockholder Representative are unable to resolve any dispute with respect to such audit or proceeding, such dispute shall promptly furnish each other copies be resolved pursuant to Section 6.4, which resolution shall be binding on the parties. For the avoidance of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining doubt and notwithstanding anything to the other party. Without limiting contrary, any out-of-pocket expenses incurred by the foregoing, Parent and Spinco, as the case may be, Acquiror pursuant to this Section 6.3(b)(ii) or Section 6.3(b)(i) shall each promptly furnish be considered Damages subject to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to limitations set forth in this Section 5.2(bSections 9.3(a) and (b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any The Parties shall reasonably cooperate, and shall cause their respective Affiliates and such Parties’ respective directors, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Returns and in resolving all disputes and audits with respect to so much of the Tax Controversy as relates all taxable periods relating to Taxes for which such Taxes, including maintaining and making available to each other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheldall records necessary in connection with Taxes.

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

Contest Provisions. (ai) The party responsible Company shall promptly notify Xxxxxxx in writing upon receipt by the Company or any of its Affiliates (other than any Xxxxxxx Group Member) of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments relating to any Xxxxxxx Party or relating to a Tax for preparation and filing Tax Returns which Xxxxxxx may be liable pursuant to this Agreement; provided, however, that the failure to provide such notice shall not affect Xxxxxxx’ indemnification obligations under Section 3.1 this Agreement except to the extent that Xxxxxxx is materially prejudiced thereby. (the “Responsible Party”), ii) Xxxxxxx shall have the exclusive right to control, contest, represent its interests and represent the interests of Parent, Spinco and their respective the Company or any of its Affiliates in any Tax controversy, including audit or administrative or court proceeding (without limitationx) any audit, protest, or claim for refund to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree relating to any deficiency, claim Xxxxxxx Group Member or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible Party. (by) Parent shall use reasonable efforts to keep Spinco advised as to the status of Tax audits and litigation involving any issue that relates relating to a Tax of Spinco or any Spinco Affiliate or that could give rise for which Xxxxxxx may be liable pursuant to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco to employ counsel of Xxxxxxx’x choice at Xxxxxxx’x expense; provided, however, that if such audit or administrative or court proceeding could materially impact the Taxes of the Company: (A) Xxxxxxx shall use reasonable efforts to keep Parent advised as provide written notice to the Company of its election to represent the Company within 15 days of receiving notice of such audit or administrative or court proceeding, (B) the Company shall have the right to participate in such audit or administrative or court proceeding with its own counsel, (C) Xxxxxxx shall keep the Company reasonably informed regarding the status and progress of Tax audits such audit or administrative or court proceeding, and litigation involving (D) no such audit or administrative or court proceeding shall be settled without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (iii) Neither the Company nor any issue that related Affiliate of the Company shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes relating to any Xxxxxxx Group Member or relating to a Tax of Parent or any Parent Affiliate or could give rise for which Xxxxxxx may be liable pursuant to a liability of Parent or any Parent Affiliate under this Agreement (in each casewithout the prior written consent of Xxxxxxx, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b). (c) Notwithstanding Section 5.2(a), i) To the extent resolution of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party consent shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably conditioned, delayed or withheld.

Contest Provisions. (a) The party responsible for preparation Each of Acquiror, on the one hand, and filing Tax Returns under Section 3.1 Parent, on the other hand (the “Responsible Party”"Recipient"), shall have notify the exclusive right chief tax officer of the other party in writing within 15 days of receipt by the Recipient of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") which could affect the liability for Taxes of such other party. If the Recipient fails to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund give such prompt notice to the Appeals Division of the IRS, competent authority proceeding and litigation in Tax Court or other party it shall not be entitled to indemnification for any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed Taxes arising in connection with or as a result of any such Tax Controversy. Such control rights shall extend to any matter pertaining Claim if and to the management extent that such failure to give notice materially and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and adversely affects the resolution of any Tax Item. Any costs incurred other party's right to participate in the handling or contesting of a Tax Controversy shall be borne by the Responsible PartyClaim. (b) Parent shall use reasonable efforts have the sole right to keep Spinco advised as to the status of Tax audits and litigation involving represent Holdings for any issue that relates to a Tax of Spinco or any Spinco Affiliate or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreementtaxable period, and Spinco shall use reasonable efforts have the sole right to keep Parent advised as represent any of the Transferred Companies' interests in any Tax Claim relating to taxable periods ending on or before the status Closing Date and to employ counsel of Tax audits and litigation involving any issue that related to a Tax of its choice at its expense. Parent or any Affiliate of Parent may not settle or otherwise dispose of any Tax Claim of any of the Transferred Companies relating to such periods if such settlement or disposition materially and adversely affects or may materially and adversely affect the Tax liability of the Acquiror, Acquiror Sub Surviving Corporation or any of the Transferred Companies or any Affiliate of the foregoing without the prior written consent of Acquiror, which consent may not be unreasonably withheld or could give rise delayed. In the case of a Straddle Period, Parent shall be entitled to provide comments which shall be considered in good faith with respect to any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Acquiror, at Parent's sole expense, may assume the control of such entire Tax Claim. None of Acquiror, any of its Affiliates, the Acquiror Sub Surviving Corporation or the Transferred Companies may settle or otherwise dispose of any Tax Claim with respect to any Straddle Period for which Parent may have a liability of Parent or any Parent Affiliate under this Agreement (in each casewithout the prior written consent of Parent, a “Liability Issue”). Parent and Spinco shall promptly furnish each other copies of any inquiries which consent may not be unreasonably withheld or requests for information from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section of the revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b)delayed. (c) Notwithstanding Section 5.2(aAcquiror shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Transferred Companies for all taxable periods beginning after the Closing Date ("Post-Closing Period"), i) To the extent resolution ; provided, however, that Acquiror shall not initiate any such claim for refund or amend any such Tax Return or settle or dispose of any Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Claim with respect to so much of a Post-Closing Period if such claim for refund, amendment, settlement, or disposition materially and adversely affects or may materially and adversely affect the Tax Controversy as relates to Taxes for liability of Cendant, Parent, Holdings or any of its Affiliates, without the prior written consent of Parent, which such other party may be responsible; and ii) A Responsible Party consent shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheldwithheld or delayed.

Contest Provisions. (a) The party responsible for preparation and filing Tax Returns under Section 3.1 (the “Responsible Party”), shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in If any Tax controversyAuthority asserts a Tax Claim in writing, including (without limitation) any audit, protest, or claim for refund then the party hereto first receiving notice of such Tax Claim promptly shall provide written notice thereof to the Appeals Division 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 IV, 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 IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result relevant portion of any such correspondence received from the Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible PartyAuthority. (b) Parent Subject to Sections 4.3(c) and (d), the Company shall use reasonable efforts have the right to keep Spinco advised as to control, at its own expense, any audit, examination, contest or other Action by or against any Tax Authority (a “Tax Proceeding”) in respect of any Consolidated Return or Company Separate Return; provided, however, that if such Tax Proceeding could materially increase the status liability for Taxes of Tax audits and litigation involving any issue that relates to a Tax of Spinco Newco or any Spinco Affiliate of its Affiliates, (i) the Company shall provide Newco with prompt notice of such Tax Proceeding and a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) the Company shall consult with Newco before taking any significant action in connection with such Tax Proceeding, (iii) the Company shall consult with Newco and offer Newco an opportunity to comment before submitting any written materials prepared or that could give rise furnished in connection with such Tax Proceeding, (iv) the Company shall defend such Tax Proceeding diligently and in good faith, (v) Newco shall be entitled to a liability of Spinco or any Spinco Affiliate under this Agreementparticipate, at its own expense, in such Tax Proceeding and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement (in each case, a “Liability Issue”). Parent and Spinco shall promptly furnish each other receive copies of any inquiries or requests for information written materials relating to such Tax Proceeding received from any Taxing Authority or any other administrative, judicial, or other governmental authority concerning any Liability Issue pertaining to the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy of the relevant section Tax Authority, and (vi) the Company shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the revenue agent’s report Newco, which consent shall not be unreasonably withheld, conditioned or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b)delayed. (c) Notwithstanding Section 5.2(a), Newco shall have the right to control, at its own expense, any Tax Proceeding solely in respect of any Newco Business Taxes; provided, however, that if such Tax Proceeding could materially increase the liability for Taxes of the Company or any of its Affiliates, (i) To Newco shall provide the Company with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Newco shall consult with the Company before taking any significant action in connection with such Tax Proceeding, (iii) Newco shall consult with the Company and offer the Company an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Newco shall defend such Tax Proceeding diligently and in good faith, (v) the Company shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the relevant Tax Authority, and (vi) Newco shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. (d) In the event of a Tax Proceeding that involves (i) issues relating to any Consolidated Return or Company Separate Return and (ii) issues relating to any Newco Business Taxes, to the extent resolution of any permitted under applicable Law, (x) the Company shall have the right to control, subject to Section 4.3(a) and at its own expense, the Tax Controversy could give rise to a material Tax Detriment or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights Proceeding with respect to so much of the former issues and (y) Newco shall have the right to control, subject to Section 4.3(a) and at its own expense, the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle or otherwise voluntarily resolve or disclose any Tax Controversy which could give rise to a Tax Detriment or loss of a material Tax Benefit Proceeding with respect to the other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheldlatter issues.

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

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

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

Contest Provisions. (a) The party responsible Acquiror shall promptly notify Parent in writing upon receipt by the Acquiror or any of its Affiliates (including, following the Closing, any Company Group Entity) of notice of any pending or threatened federal, state, local or foreign Tax audits, examinations or assessments for preparation and filing Tax Returns which Parent may be liable hereunder; provided that the failure to give such notice as provided herein shall not relieve Parent of its obligations under Section 3.1 (the “Responsible Party”7.02 or Section 10.02(a)(i), shall have the exclusive right to control, contest, and represent the interests of Parent, Spinco and their respective Affiliates in any Tax controversy, including (without limitation) any audit, protest, or claim for refund except to the Appeals Division extent that Parent or any of its Affiliates is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for Parent’s purported liability and shall include a copy of the IRS, competent authority proceeding and litigation in Tax Court or any other court of competent jurisdiction (a “Tax Controversy”) related to such Tax Return. Subject to Section 5.2(c) hereof, such exclusive right shall include the right, in the Responsible Party’s reasonable discretion, to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result relevant portion of any such correspondence received from the relevant Tax Controversy. Such control rights shall extend to any matter pertaining to the management and control of a Tax Controversy, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item. Any costs incurred in the handling or contesting of a Tax Controversy shall be borne by the Responsible PartyAuthority. (b) Parent or its designee shall use reasonable efforts to keep Spinco advised as have the exclusive right, upon written notice to the status of Acquiror, to control any Tax audits and litigation involving any issue that relates to a Tax of Spinco audit or any Spinco Affiliate administrative or that could give rise to a liability of Spinco or any Spinco Affiliate under this Agreement, and Spinco shall use reasonable efforts to keep Parent advised as to the status of Tax audits and litigation involving any issue that related to a Tax of Parent or any Parent Affiliate or could give rise to a liability of Parent or any Parent Affiliate under this Agreement court proceeding (in each caseeach, a “Liability IssueTax Proceeding”). ) relating to Taxes of the Company Group Entities for any taxable period ending on or before the Closing Date for which Parent is reasonably expected to be liable hereunder and Spinco to employ counsel of their choice at their expense; provided that (i) Parent shall promptly furnish each other copies not, and shall cause its Affiliates not to, pay, discharge, settle, compromise, or otherwise dispose of any inquiries or requests for information from item subject to such Tax Proceeding if such action would have an adverse effect on the Acquiror in respect of any Taxing Authority or any other administrativePost-Closing Taxable Period which effect is material, judicial, or other governmental authority concerning any Liability Issue pertaining to without obtaining the other party. Without limiting the foregoing, Parent and Spinco, as the case may be, shall each promptly furnish to the other within 30 days of receipt a copy prior written consent of the Acquiror, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) Parent shall keep the Acquiror reasonably informed concerning the progress of such Tax Proceeding, (iii) Parent shall consult with the Acquiror in good faith before taking any significant action with respect to such Tax Proceeding, and (iv) the Acquiror shall be entitled, at its expense, to participate in the conduct of any such Tax Proceeding, including attending any scheduled meetings or conferences with the relevant section of the revenue agent’s report Tax Authority and having an opportunity to comment on any written materials prepared in connection with any such Tax action or similar report, notice of proposed adjustment, or notice of deficiency received by Parent or its Affiliate or by Spinco or its Affiliate, as the case may be, relating to any Liability Issue or any adjustment referred to in this Section 5.2(b)audit. (c) Notwithstanding Other than Tax Proceedings for which Parent has exercised its right to control pursuant to Section 5.2(a7.03(b), , the Acquiror shall have the sole right and obligation to control any Tax Proceeding relating to Tax matters of the Company Group Entities. In the event that Acquiror controls any Tax Proceeding which would reasonably be expected to result in any liability of Parent for Taxes pursuant to Section 7.02(a), (i) To the extent resolution Acquiror shall not, and shall cause its Affiliates not to, pay, discharge, settle, compromise, or otherwise dispose of any item subject to such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) the Acquiror shall keep Parent reasonably informed concerning the progress of such Tax Proceeding, (iii) the Acquiror shall consult with Parent in good faith before taking any significant action with respect to such Tax Proceeding, (iv) the Acquiror shall conduct such Tax Proceeding in good faith acting as if it were the sole party in interest, and (v) Parent shall be entitled, at their expense, to participate in the conduct of any such Tax Proceeding, including attending any scheduled meetings or conferences with the relevant Tax Authority and having an opportunity to comment on any written materials prepared in connection with any such Tax Proceeding. (d) Notwithstanding anything to the contrary in this Agreement, the Acquiror shall have no rights in respect of any Tax Controversy could give rise Proceeding relating solely to (i) Parent or any Affiliate of Parent other than solely a material Tax Detriment Company Group Entity or loss of a material Tax Benefit to the party responsible for such Taxes under Section 2.1 totaling at least $250,000, but such party is not the Responsible Party, then the Responsible Party shall provide such other party (at such other party’s expense) reasonable participation rights with respect to so much of the Tax Controversy as relates to Taxes for which such other party may be responsible; and ii) A Responsible Party shall not settle any consolidated, combined, group relief or otherwise voluntarily resolve unitary group that includes Parent or disclose any Tax Controversy which could give rise to a Tax Detriment or loss Affiliate of a material Tax Benefit to the Parent (other party totaling at least $250,000 without such other party’s consent, not to be unreasonably withheldthan any group that consists solely of Company Group Entities).

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