Common use of Contest Rights and Conditions Clause in Contracts

Contest Rights and Conditions. Upon receipt of any formal notice from the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 days of Indemnifying Party's receipt of such notice from Indemnified Party. In no event, however, shall Indemnified Party be required to contest any Adjustment unless coincident with Indemnifying Party's request (A) Indemnified Party shall have received (i) an indemnity from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out of or relating to the Indemnifying Party's issues involved in the contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party (which counsel shall be reasonably acceptable to Indemnified Party) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issues; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party shall have advanced to Indemnified Party, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency attributable to the Adjustment, together with any required interest or penalties in respect of such proposed tax deficiency. If any funds are advanced by Indemnifying Party in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Party, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified Party's receipt of such funds. If Indemnifying Party shall have requested Indemnified Party to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted by independent tax counsel selected by Indemnifying Party and reasonably acceptable to Indemnified Party.

Contest Rights and Conditions. Upon receipt of any formal notice from If the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Tax Indemnitor shall request that the Tax Indemnitee contest the Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 twenty (20) days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 7.5(b) hereof, the Tax Indemnitee will contest the Adjustment; provided that in no event, however, event shall Indemnified Party the Tax Indemnitee be required to contest any Adjustment unless coincident with Indemnifying Partythe Tax Indemnitor's request (Aa) Indemnified Party the Tax Indemnitee shall have received (i) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out the Tax Indemnitor of or relating its obligation to indemnify the Indemnifying Party's issues involved Tax Indemnitee hereunder in the event it does not prevail in such contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party the Tax Indemnitor (which counsel shall be reasonably acceptable to Indemnified Partythe Tax Indemnitee) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (Bb) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party the Tax Indemnitor shall have advanced to Indemnified Partythe Tax Indemnitee, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the Adjustmentissues being contested, together with any required interest or penalties in respect of such proposed tax deficiencypenalties. If any funds are advanced by Indemnifying Party the Tax Indemnitor in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Partythe Tax Indemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified PartyBiomune's receipt of such funds. If Indemnifying Party the Tax Indemnitor shall have requested Indemnified Party the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted conducted, at the direction of the Indemnitor, by independent tax counsel selected by Indemnifying Party the Tax Indemnitor and reasonably acceptable to Indemnified Partythe Tax Indemnitee. If the Tax Indemnitor or counsel selected by the Tax Indemnitor shall advocate, propose to advocate or fail to protest before any taxing authority a position which would result in a tax detriment to the Tax Indemnitee not subject to indemnification in order to reduce the Tax Indemnitor's obligation hereunder, the Tax Indemnitee may replace such counsel with counsel of its own selection and any tax detriment suffered by the Tax Indemnitee attributable to such position shall be included among Income Taxes, Other Taxes and related expenses for which the Tax Indemnitee is entitled to indemnification hereunder.

Contest Rights and Conditions. Upon receipt of any formal notice from If Indemnitor shall request that Indemnitee contest the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 7.5(a)(1) hereof, Indemnitee will contest the Adjustment, provided that: in no event, however, event shall Indemnified Party Indemnitee be required to contest any Adjustment unless coincident with Indemnifying PartyIndemnitor's request (A) Indemnified Party Indemnitee shall have received (i) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out Indemnitor of or relating its obligation to the Indemnifying Party's issues involved indemnify Indemnitee hereunder in the event it does not prevail in such contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party Indemnitor (which counsel shall be reasonably acceptable to Indemnified PartyIndemnitee) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party Indemnitor shall have advanced to Indemnified PartyIndemnitee, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the Adjustmentissues being contested, together with any required interest or penalties in respect of such proposed tax deficiencypenalties. If any funds are advanced by Indemnifying Party Indemnitor in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying PartyIndemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified PartyBiomune's receipt of such funds. If Indemnifying Party Indemnitor shall have requested Indemnified Party Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted conducted, at the direction of the Indemnitor, by independent tax counsel selected by Indemnifying Party Indemnitor and reasonably acceptable to Indemnified Party.Indemnitee. If Indemnitor or counsel selected by Indemnitor shall advocate, propose to advocate or fail to protest before any taxing authority a position with would result in a tax detriment to Indemnitee not subject to indemnification in order to reduce Indemnitor's obligation hereunder, Indemnitee may replace such counsel with counsel of its own selection and any tax detriment suffered by Indemnitee attributable to such position shall be included among the Income Taxes, Other Taxes and related expenses for which Indemnitee is entitled to indemnification hereunder. (3)

Contest Rights and Conditions. Upon receipt of any formal notice from If Indemnitor shall request that Indemnitee ----------------------------- contest the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 11.5.1(a) hereof, Indemnitee will contest the Adjustment, provided that: in no event, however, event shall Indemnified Party Indemnitee be required to -------- contest any Adjustment unless coincident with Indemnifying PartyIndemnitor's request (A) Indemnified Party Indemnitee shall have received (i) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out Indemnitor of or relating its obligation to the Indemnifying Party's issues involved indemnify Indemnitee hereunder in the event it does not prevail in such contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party Indemnitor (which counsel shall be reasonably acceptable to Indemnified PartyIndemnitee) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party Indemnitor shall have advanced to Indemnified PartyIndemnitee, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the Adjustmentissues being contested, together with any required interest or penalties in respect of such proposed tax deficiencypenalties. If any funds are advanced by Indemnifying Party Indemnitor in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying PartyIndemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified PartyParent's receipt of such funds. If Indemnifying Party Indemnitor shall have requested Indemnified Party Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted conducted, at the direction of the Indemnitor, by independent tax counsel selected by Indemnifying Party Indemnitor and reasonably acceptable to Indemnified PartyIndemnitee. If Indemnitor or counsel selected by Indemnitor shall advocate, propose to advocate or fail to protest before any taxing authority a position with would result in a tax detriment to Indemnitee not subject to indemnification in order to reduce Indemnitor's obligation hereunder, Indemnitee may replace such counsel with counsel of its own selection and any tax detriment suffered by Indemnitee attributable to such position shall be included among the Income Taxes, Other Taxes and related expenses for which Indemnitee is entitled to indemnification hereunder.

Contest Rights and Conditions. Upon receipt of any formal notice from If the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Tax Indemnitor shall request that the Tax Indemnitee contest the Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 twenty (20) days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 11.5.1.1 hereof, the Tax Indemnitee will contest the Adjustment; provided that in no event, however, event shall Indemnified Party the Tax Indemnitee be required to contest any Adjustment unless coincident with Indemnifying Partythe Tax Indemnitor's request (Aa) Indemnified Party the Tax Indemnitee shall have received (i) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out the Tax Indemnitor of or relating its obligation to indemnify the Indemnifying Party's issues involved Tax Indemnitee hereunder in the event it does not prevail in such contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party the Tax Indemnitor (which counsel shall be reasonably acceptable to Indemnified Partythe Tax Indemnitee) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (Bb) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party the Tax Indemnitor shall have advanced to Indemnified Partythe Tax Indemnitee, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the Adjustmentissues being contested, together with any required interest or penalties in respect of such proposed tax deficiencypenalties. If any funds are advanced by Indemnifying Party the Tax Indemnitor in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Partythe Tax Indemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified PartyParent's receipt of such funds. If Indemnifying Party the Tax Indemnitor shall have requested Indemnified Party the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted conducted, at the direction of the Indemnitor, by independent tax counsel selected by Indemnifying Party the Tax Indemnitor and reasonably acceptable to Indemnified Partythe Tax Indemnitee. If the Tax Indemnitor or counsel selected by the Tax Indemnitor shall advocate, propose to advocate or fail to protest before any taxing authority a position which would result in a tax detriment to the Tax Indemnitee not subject to indemnification in order to reduce the Tax Indemnitor's obligation hereunder, the Tax Indemnitee may replace such counsel with counsel of its own selection and any tax detriment suffered by the Tax Indemnitee attributable to such position shall be included among Income Taxes, Other Taxes and related expenses for which the Tax Indemnitee is entitled to indemnification hereunder.

Contest Rights and Conditions. Upon receipt of any formal notice from If the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request Tax Indemnitor ----------------------------- requests in writing within 20 days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 7.06(a)(i) that the Tax Indemnitee contest the Adjustment, the Tax Indemnitee shall contest the Adjustment; provided that in no event, however, event shall Indemnified Party the Tax Indemnitee be required to contest any Adjustment unless coincident with Indemnifying Partythe Tax Indemnitor's request (A) Indemnified Party the Tax Indemnitee shall have received (iI) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out the Tax Indemnitor of or relating its obligation to indemnify the Indemnifying Party's issues involved Tax Indemnitee in the contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) event it does not prevail in contesting such Adjustment and (iiII) an opinion of independent tax counsel to Indemnifying Party (which counsel shall be reasonably from mutually acceptable to Indemnified Party) Tax Counsel to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party the Tax Indemnitor shall have advanced to Indemnified Partythe Tax Indemnitee, on an interest-interest- free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the contested Adjustment, together with any required interest or interest, penalties in respect of such proposed tax deficiencyand additions to tax. If any funds are advanced by Indemnifying Party the Tax Indemnitor in connection with any tax contestTax Proceeding, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Partythe Tax Indemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified Partythe Tax Indemnitee's receipt of such funds. If Indemnifying Party the Tax Indemnitor shall have requested Indemnified Party the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest Adjustment shall be conducted contested, at the direction of the Indemnitor, by independent mutually acceptable Tax Counsel, at the Tax Indemnitor's sole cost and expense; provided that the Tax Indemnitee shall have the right to participate in such contest and to be represented by Tax Counsel of its own choosing at the Tax Indemnitee's sole cost and expense. If the Tax Indemnitor or the Tax Counsel conducting the contest under the direction of the Tax Indemnitor advocates or fails to protest before any taxing authority a position which would result in a material tax counsel selected detriment to the Tax Indemnitee not subject to indemnification hereunder, the Tax Indemnitee may replace such Tax Counsel with Tax Counsel of its own selection (but at the Tax Indemnitee's sole cost and expense) and any tax detriment suffered by Indemnifying Party and reasonably acceptable the Tax Indemnitee attributable to Indemnified Partysuch position shall be an amount for which the Tax Indemnitee is entitled to indemnification hereunder.

Contest Rights and Conditions. Upon receipt of any formal notice from If the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request Tax Indemnitor requests in ----------------------------- writing within 20 days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 7.06(a)(i) that the Tax Indemnitee contest the Adjustment, the Tax Indemnitee shall contest the Adjustment; provided that in no event, however, event shall Indemnified Party the Tax Indemnitee be required to contest any Adjustment unless coincident with Indemnifying Partythe Tax Indemnitor's request (A) Indemnified Party the Tax Indemnitee shall have received (iI) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out the Tax Indemnitor of or relating its obligation to indemnify the Indemnifying Party's issues involved Tax Indemnitee in the contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) event it does not prevail in contesting such Adjustment and (iiII) an opinion of independent tax counsel to Indemnifying Party (which counsel shall be reasonably from mutually acceptable to Indemnified Party) Tax Counsel to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party the Tax Indemnitor shall have advanced to Indemnified Partythe Tax Indemnitee, on an interest-interest- free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the contested Adjustment, together with any required interest or interest, penalties in respect of such proposed tax deficiencyand additions to tax. If any funds are advanced by Indemnifying Party the Tax Indemnitor in connection with any tax contestTax Proceeding, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Partythe Tax Indemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified Partythe Tax Indemnitee's receipt of such funds. If Indemnifying Party the Tax Indemnitor shall have requested Indemnified Party the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest Adjustment shall be conducted contested, at the direction of the Indemnitor, by independent mutually acceptable Tax Counsel. If the Tax Indemnitor or the Tax Counsel conducting the contest advocates or fails to protest before any taxing authority a position which would result in a material tax counsel selected detriment to the Tax Indemnitee not subject to indemnification hereunder, the Tax Indemnitee may replace such Tax Counsel with Tax Counsel of its own selection and any tax detriment suffered by Indemnifying Party and reasonably acceptable the Tax Indemnitee attributable to Indemnified Partysuch position shall be an amount for which the Tax Indemnitee is entitled to indemnification hereunder.

Contest Rights and Conditions. Upon receipt of any formal notice from If the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Tax Indemnitor shall ----------------------------- request that the Tax Indemnitee contest the Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 twenty (20) days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 11.5.1.1 hereof, the Tax Indemnitee will contest the Adjustment; provided that in no event, however, event shall Indemnified Party the Tax Indemnitee be required to contest any Adjustment unless coincident with Indemnifying Partythe Tax Indemnitor's request (Aa) Indemnified Party the Tax Indemnitee shall have received (i) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out the Tax Indemnitor of or relating its obligation to indemnify the Indemnifying Party's issues involved Tax Indemnitee hereunder in the event it does not prevail in such contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party the Tax Indemnitor (which counsel shall be reasonably acceptable to Indemnified Partythe Tax Indemnitee) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (Bb) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party the Tax Indemnitor shall have advanced to Indemnified Partythe Tax Indemnitee, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the Adjustmentissues being contested, together with any required interest or penalties in respect of such proposed tax deficiencypenalties. If any funds are advanced by Indemnifying Party the Tax Indemnitor in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Partythe Tax Indemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified PartyParent's receipt of such funds. If Indemnifying Party the Tax Indemnitor shall have requested Indemnified Party the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted conducted, at the direction of the Indemnitor, by independent tax counsel selected by Indemnifying Party the Tax Indemnitor and reasonably acceptable to Indemnified Partythe Tax Indemnitee. If the Tax Indemnitor or counsel selected by the Tax Indemnitor shall advocate, propose to advocate or fail to protest before any taxing authority a position which would result in a tax detriment to the Tax Indemnitee not subject to indemnification in order to reduce the Tax Indemnitor's obligation hereunder, the Tax Indemnitee may replace such counsel with counsel of its own selection and any tax detriment suffered by the Tax Indemnitee attributable to such position shall be included among Income Taxes, Other Taxes and related expenses for which the Tax Indemnitee is entitled to indemnification hereunder.

Contest Rights and Conditions. Upon receipt of any formal notice from If the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request ----------------------------- Tax Indemnitor requests in writing within 20 days of Indemnifying Party's the receipt of such notice from Indemnified Party. In the notification referred to in Section 7.06(a)(i) that the Tax Indemnitee contest the Adjustment, the Tax Indemnitee shall contest the Adjustment; provided that in no event, however, event shall Indemnified Party the Tax Indemnitee be required to contest any Adjustment unless coincident with Indemnifying Partythe Tax Indemnitor's request (A) Indemnified Party the Tax Indemnitee shall have received (iI) an indemnity a written acknowledgment from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out the Tax Indemnitor of or relating its obligation to indemnify the Indemnifying Party's issues involved Tax Indemnitee in the contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) event it does not prevail in contesting such Adjustment and (iiII) an opinion of independent tax counsel to Indemnifying Party (which counsel shall be reasonably from mutually acceptable to Indemnified Party) Tax Counsel to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issuesAdjustment; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party the Tax Indemnitor shall have advanced to Indemnified Partythe Tax Indemnitee, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency amount attributable to the contested Adjustment, together with any required interest or interest, penalties in respect of such proposed tax deficiencyand additions to tax. If any funds are advanced by Indemnifying Party the Tax Indemnitor in connection with any tax contestTax Proceeding, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Partythe Tax Indemnitor, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified Partythe Tax Indemnitee's receipt of such funds. If Indemnifying Party the Tax Indemnitor shall have requested Indemnified Party the Tax Indemnitee to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest Adjustment shall be conducted contested, at the direction of the Indemnitor, by independent mutually acceptable Tax Counsel. If the Tax Indemnitor or the Tax Counsel conducting the contest advocates or fails to protest before any taxing authority a position which would result in a material tax counsel selected detriment to the Tax Indemnitee not subject to indemnification hereunder, the Tax Indemnitee may replace such Tax Counsel with Tax Counsel of its own selection and any tax detriment suffered by Indemnifying Party and reasonably acceptable the Tax Indemnitee attributable to Indemnified Partysuch position shall be an amount for which the Tax Indemnitee is entitled to indemnification hereunder.