Common use of Contests Related to Taxes Clause in Contracts

Contests Related to Taxes. (a) Buyer (or at the election of Buyer, Buyer’s designee) shall have the right to, at its sole cost and expense, represent the interests of the Company in all Claims or Proceedings in respect of Taxes of the Company, other than Claims or Proceedings described in Section 5.3(c); provided, however, that Stockholder Representative shall be permitted, at the cost and expense of the Company Holders, to be present at, and participate in, the portion of any such Claims or Proceedings relating to Pre-Closing Taxes for which the Stockholder Indemnitors may be liable under this Agreement (a “Stockholders’ Tax Claim”). (b) Buyer agrees to give written notice to the Stockholder Representative of the receipt of any written notice by Buyer or an Affiliate of Buyer (including, following the Closing, the Company) which involves (i) the assertion or commencement of any Stockholders’ Tax Claim or (ii) the assertion or commencement of any Claim or Proceeding relating to the Intended Tax Treatment. (c) Notwithstanding Section 5.3(a), the Stockholder Representative, at the cost and expense of the Company Holders, shall have the sole right, with counsel of its choosing, to represent the interests of the Company in all Stockholders’ Tax Claims; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such Stockholders’ Tax Claim. Stockholder Representative shall keep the Buyer reasonably informed of all material developments in a Stockholders’ Tax Claim the Stockholder Representative does not control. (d) Neither Buyer nor any Affiliate of Buyer shall be entitled to settle, either administratively or after the commencement of litigation, (i) any Stockholders’ Tax Claim or (ii) any Claim or Proceeding relating to the Intended Tax Treatment, in each case, without the prior written consent of Stockholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. (e) This Section 5.3, and not Section 7.3 or Section 7.4, shall control with respect to Claims and Proceedings in respect of Taxes; provided that Sections 5.4 and 7.5 shall govern with respect to Specified Taxes.

Contests Related to Taxes. (a) Buyer (or at After the election of BuyerClosing Date, Buyer’s designee) shall have the right to, at its sole cost and expense, represent the interests of the Company in all Claims or Proceedings in respect of Taxes of the Company, other than Claims or Proceedings described in Section 5.3(c); provided, however, that Stockholder Representative shall be permitted, at the cost and expense of the Company Holders, to be present at, and participate in, the portion of any such Claims or Proceedings relating to Pre-Closing Taxes for which the Stockholder Indemnitors may be liable under this Agreement (a “Stockholders’ Tax Claim”). (b) Buyer agrees to give written notice to the Stockholder Representative Sellers of the receipt of any written notice by Buyer or an Affiliate of Buyer (including, following including the Closing, the CompanyAcquired Companies) which involves (i) the assertion or commencement of any Stockholders’ audit or other Claim involving Taxes (collectively, a “Tax Claim or (iiClaim”) the assertion or commencement of any Claim or Proceeding relating to Acquired Company for a Pre-Closing Tax Period (including, for the Intended Tax Treatmentavoidance of doubt, any Straddle Period). (cb) Notwithstanding Section 5.3(a), the Stockholder Representative, at the cost and expense of the Company Holders, Sellers shall have the sole right, with counsel of its choosing, exclusive right to represent the interests of the Acquired Companies in any and all Tax Claims relating to Tax Returns or Taxes of any Acquired Company in for any Pre-Closing Tax Period (other than Straddle Periods) (all Stockholders’ such Tax Claims; provided, however, that “Seller Tax Claims”). Sellers and Buyer and its representatives shall be permitted, at Buyer’s expense, jointly agree on the conduct of any Tax Claims relating to be present at, and participate in, Tax Returns or Taxes of any such Stockholders’ Acquired Company or for any Straddle Period. In pursuing or defending a Seller Tax Claim. Stockholder Representative shall keep the Buyer reasonably informed of all material developments in a Stockholders’ Tax Claim the Stockholder Representative does not control. (d) Neither Buyer nor any Affiliate of Buyer shall be entitled to settle, either administratively or after the commencement of litigation, (i) any Stockholders’ Tax Claim or Sellers shall control such contest diligently and in good faith; (ii) any Claim Sellers shall keep Buyer reasonably informed regarding the status of such Tax Claim; and (iii) Buyer, at its sole cost and expense, shall have the right to participate, or Proceeding relating cause the Acquired Companies to the Intended Tax Treatmentparticipate, in each case, without the prior written consent of Stockholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayedsuch Seller Tax Claim. (ec) This Section 5.3, 10.4 and not Section 7.3 or Section 7.4, 11.5 shall apply and control with respect to Tax Claims and Proceedings in respect of Taxes; provided that Sections 5.4 and 7.5 shall govern with respect to Specified Taxesinvolving the Acquired Companies.

Contests Related to Taxes. (a) Buyer (or at After the election of BuyerClosing Date, Buyer’s designee) shall have the right to, at its sole cost and expense, represent the interests of the Company in all Claims or Proceedings in respect of Taxes of the Company, other than Claims or Proceedings described in Section 5.3(c); provided, however, that Stockholder Representative shall be permitted, at the cost and expense of the Company Holders, to be present at, and participate in, the portion of any such Claims or Proceedings relating to Pre-Closing Taxes for which the Stockholder Indemnitors may be liable under this Agreement (a “Stockholders’ Tax Claim”). (b) Buyer agrees Buyers agree to give written notice to the Stockholder Sellers’ Representative of the receipt of any written notice by Buyer Buyers or an Affiliate of Buyer Buyers (including, following the Closing, the CompanyCompany Group) which that involves (i) the assertion or commencement of any Stockholders’ Tax Claim or (ii) the assertion or commencement of any Claim or the commencement of any audit, suit, action or Proceeding relating to the Intended involving Taxes (collectively, a “Tax TreatmentClaim”) that may impact Sellers within ten (10) days of receipt of such written notice. (cb) Notwithstanding Section 5.3(a), the Stockholder Representative, at the cost and expense of the Company Holders, Sellers shall have the sole right, with counsel of its choosing, exclusive right to represent the interests of the Company Group in any and all StockholdersTax Claims relating to Tax Returns or Taxes of any member of the Company Group for any Pre-Closing Tax Period (including the Pre-Closing Tax Period of a Straddle Period) that could adversely impact Sellers or any of Sellers’ beneficial owners or increase Sellers’ Liability for Taxes (including in the determination of the Final Adjustment Amount pursuant to Section 2.4) or for indemnification obligations related thereto (all such Tax Claims, “Seller Tax Claims”); provided, however, that Buyer and its representatives shall be permittedBuyers, at Buyer’s their sole cost and expense, shall have the right to be present at, and participate in, in any such Stockholders’ Seller Tax Claim. Stockholder Representative shall keep the Buyer reasonably informed of all material developments in a Stockholders’ Tax Claim the Stockholder Representative does not control. (dc) Neither Buyer nor With respect to any Affiliate of Buyer shall be entitled Tax Claim for any Partnership Entity or Liberty that relates to settlea Pre-Closing Tax Period, either administratively or after the commencement of litigation, parties agree that: (i) the Sellers will cooperate to cause Sellers’ Representative to be designated as the respective member of the Company Group’s “partnership representative” within the meaning of Code Section 6223(a) (or any Stockholders’ Tax Claim or similar provision of applicable legal requirements); and (ii) the Sellers’ Representative shall cause the “partnership representative” (or designee thereof) to make, for any Claim taxable period (or Proceeding relating portion thereof) that is the subject of such a Tax Claim, a “push-out” election, to the Intended Tax Treatmentextent applicable, in each case, without the prior written consent of Stockholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. (e) This under Code Section 5.3, and not Section 7.3 or Section 7.4, shall control 6226 with respect to Claims and Proceedings in respect any partnership adjustments as a result of Taxes; provided that Sections 5.4 and 7.5 shall govern with respect to Specified Taxessuch Tax Claim.

Contests Related to Taxes. (a) Buyer (With respect to any Tax period ending on or at prior to the Closing Date in which the Partnership Tax Audit Rules apply to any member of the Company Group, unless otherwise agreed in writing by the Buyer, notwithstanding anything herein to the contrary, each member of the Company Group, as applicable, shall, to the extent permitted under applicable Law, make the election under Section 6226(a) of Buyerthe Code (and any corresponding provision of state or local Law) with respect to the alternative to payment of imputed underpayment by any such member of the Company Group and the parties hereto shall take any other action such as filings, Buyer’s designeedisclosures and notifications necessary to effectuate such election. The Buyer shall control the appointment and identity (including any changes) of the partnership representative (and of any designated individual) of any member of the Company Group for purposes of the Partnership Tax Audit Rules. (b) Notwithstanding anything to the contrary in Section 9.3 or Section 9.4, the Buyer or its designee shall have the right toright, at its sole cost and expensethe expense of the Company, to represent the interests of the members of the Company Group in all Claims Tax claims, audits, suits, actions or Proceedings in with respect of Taxes to any member of the Company, other than Claims or Proceedings described in Section 5.3(c)Company Group; provided, however, that Stockholder Representative shall be permitted, at the cost and expense of the Company Holders, to be present at, and participate in, the portion of any such Claims or Proceedings relating to Pre-Closing Taxes for which the Stockholder Indemnitors may be liable under this Agreement (a “Stockholders’ Tax Claim”). (b) Buyer agrees to give provide, or cause to be provided, written notice to the Stockholder Representative Seller of the receipt of any written notice by the Buyer or an Affiliate of the Buyer (including, following the Closing, the Company) which involves (i) the assertion of any Claim, or the commencement of any Stockholders’ Tax Claim or (ii) the assertion or commencement of any Claim audit, suit, action or Proceeding relating involving Taxes with respect to the Intended a Pre-Closing Tax Treatment. (c) Notwithstanding Section 5.3(a), the Stockholder RepresentativePeriod or Straddle Period for which Seller had an indemnity obligation under this Agreement. The Seller, at the its own cost and expense of the Company Holdersexpense, shall have the sole right, with counsel of its choosing, right to represent the interests of the Company in all Stockholders’ Tax Claims; provided, however, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, but not control, the defense of any such Stockholders’ Tax Claim. Stockholder Representative shall keep the Buyer reasonably informed of all material developments in a Stockholders’ Tax Claim the Stockholder Representative does not control. (d) Neither Buyer nor any Affiliate of Buyer shall be entitled to settleclaim, either administratively or after the commencement of litigationaudit, (i) any Stockholders’ Tax Claim or (ii) any Claim suit, action or Proceeding relating to the Intended Tax Treatment, in each case, and any such matter shall not be settled or compromised without the Seller’s prior written consent of Stockholder Representativeconsent, which consent shall not be unreasonably withheld, conditioned, conditioned or delayed. (ec) This Section 5.38.5, and not Section 7.3 or Section 7.49.3, shall control with respect to Claims and Proceedings in respect of Taxes; provided that Sections 5.4 and 7.5 shall govern with respect to Specified TaxesTax claims.