Common use of Control of Tax Proceedings Clause in Contracts

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis.I-31 (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Post-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Spin- Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Post-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, I-31 32 assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-After Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Post-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (Aa) Newco If a claim shall be designated made by any taxing authority which, if successful, would result in an indemnity payment by the Sellers pursuant to this Section 6 (a "Tax Claim"), or if an audit or administrative proceeding is commenced by any taxing authority with respect to Taxes that could give rise to a Tax Claim (a "Tax Audit"), the Sellers shall have the right, at their option, upon timely notice to Xxxxx, to assume and control the conduct of any such Tax Audit and the defense of any suit, action or proceeding with respect to any such Tax Claim at their own expense and with their own counsel (without prejudice to the right of Xxxxx to participate at its own expense through counsel of its own choosing), so long as the agent Sellers have and acknowledge full indemnification responsibility under this Section 6 for the Company Group pursuant to Section 1.1502-77(d) all of the Treasury Regulations, Taxes which are asserted by the tax authority to be the subject to the approval of the District Director Tax Audit or Tax Claim. If Sellers have indemnification responsibility for less than all of the IRSTaxes which are the subject of the Tax Audit or Tax Claim, Sellers and Xxxxx shall jointly control the conduct of such Tax Audit or Tax Claim, each acting in good faith. Xxxxx and the Sellers shall cooperate in the defense of any Tax Audit or Tax Claim as provided herein, and any similar provisions each shall keep the other informed of applicable state income or franchise Tax laws for any Tax period all material developments and events relating to Taxes for such Tax Audit or Tax Claim, and shall consider in good faith all requests made by the other in connection with the contest. (b) In any case in which Newco is obligated the Sellers are entitled to indemnify and elect to control the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claimcontest, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)6.5(a) above, Sellers, at their sole option may pursue or forego any and any Spin-Off Taxall administrative appeals, Acquiror shall promptly inform Newcoproceedings, hearings, and Newcoconferences with the taxing authority with respect to any Tax Claim; may, at its cost their sole option, either pay the Taxes claimed and expensexxx for a refund where applicable law permits such refund suits, shall have or may contest the right Tax Claim in any permissible manner, and prosecute such contest to control any resulting proceedings a determination in court of initial jurisdiction, and to determine whether determination in an appellate court, and when to may settle the Tax Claim at any such claimstage in the judicial process; provided, assessment or dispute, PROVIDED, HOWEVERhowever, that Newco shall not, Sellers may not do so without Acquiror's consentthe consent of Xxxxx, which consent shall may not be unreasonably withheld, take any action unless such settlement would materially impair the financial condition, results of operations, business or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase prospects of more than $1,000,000 in the Tax liability either of the Surviving Corporation Companies or Xxxxx, in which case Xxxxx may withhold such consent in its sole discretion (either initially or at some later time) at any Subsidiary stage of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basisadministrative and judicial process. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, The Buyer shall have the right to control all Tax Proceedings relating to the Company Entities; provided, however, that the Members’ Representative shall have the right to control and conduct any resulting proceedings Tax Proceeding and to determine whether employ counsel of the Members’ Representative’s choice, but reasonably satisfactory to the Buyer, at the Members’ sole cost and when expense, to settle any the extent such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to Tax Proceeding primarily concerns income reportable on Tax Returns of a Company Entity for a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control participate at its own expense in any resulting proceedings and to determine whether and when to settle any Tax Proceeding being conducted by the Buyer if such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would Proceeding could result in an increase of more than $1,000,000 in the Tax liability a Liability of the Company or Members (including indemnity obligations hereunder). The Buyer shall have the right to participate in any Subsidiary Tax Proceeding being conducted by the Members’ Representative at its own expense and shall be entitled to control the disposition of any issue involved in such Proceeding that does not affect a potential Tax Liability of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. Members (C) including indemnity obligations hereunder). Notwithstanding the foregoing provisions of this Section 6.09(a)(v6.7, the Members’ Representative shall not, without the Buyer’s consent (which consent will not be unreasonably withheld, delayed or conditioned), settle any Tax Proceeding if such settlement could adversely affect any Tax Liability of the Buyer or any Affiliate of the Buyer and the Buyer shall not, without the Members’ Representative’s consent (which consent will not be unreasonably withheld, delayed or conditioned), settle any Tax Proceeding if such settlement could affect a Liability of the Members (including indemnity obligations hereunder). Notwithstanding the foregoing, all rights and obligations of the Parties under this Section 6.7(f)(ii) shall be subject to all limitations in any agreements relating to the Company Joint Ventures and no Party shall have any right or be subject to any obligation that such Party is unable to enforce or undertake with respect to any Company Joint Venture. This Section 6.7(f) shall govern in the event of any Taxing authority asserts a claim, makes an assessment or otherwise disputes conflict with the amount provisions of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in disputeARTICLE VIII.

Control of Tax Proceedings. (Aa) Newco If a claim shall be designated made by any taxing authority which, if successful, would result in an indemnity payment by the Sellers pursuant to this Section 6 (a "Tax Claim"), or if an audit or administrative proceeding is commenced by any taxing authority with respect to Taxes that could give rise to a Tax Claim (a "Tax Audit"), the Sellers shall have the right, at their option, upon timely notice to Xxxxx, to assume and control the conduct of any such Tax Audit and the defense of any suit, action or proceeding with respect to any such Tax Claim at their own expense and with their own counsel (without prejudice to the right of Xxxxx to participate at its own expense through counsel of its own choosing), so long as the agent Sellers have and acknowledge full indemnification responsibility under this Section 6 for the Company Group pursuant to Section 1.1502-77(d) all of the Treasury Regulations, Taxes which are asserted by the tax authority to be the subject to the approval of the District Director Tax Audit or Tax Claim. If Sellers have indemnification responsibility for less than all of the IRSTaxes which are the subject of the Tax Audit or Tax Claim, Sellers and Xxxxx shall jointly control the conduct of such Tax Audit or Tax Claim, each acting in good faith. Xxxxx and the Sellers shall cooperate in the defense of any Tax Audit or Tax Claim as provided herein, and any similar provisions each shall keep the other informed of applicable state income or franchise Tax laws for any Tax period all material developments and events relating to Taxes for such Tax Audit or Tax Claim, and shall consider in good faith all requests made by the other in connection with the contest. (b) In any case in which Newco is obligated the Sellers are entitled to indemnify and elect to control the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claimcontest, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)6.5(a) above, Sellers, at their sole option may pursue or forego any and any Spin-Off Taxall administrative appeals, Acquiror shall promptly inform Newcoproceedings, hearings, and Newcoconferences with the taxing authority with respect to any Tax Claim; may, at its cost their sole option, either pay the Taxes claimed and expensexxx for a refund where applicable law permits such refund suits, shall have or may contest the right Tax Claim in any permissible manner, and prosecute such contest to control any resulting proceedings a determination in court of initial jurisdiction, and to determine whether determination in an appellate court, and when to may settle the Tax Claim at any such claimstage in the judicial process; provided, assessment or dispute, PROVIDED, HOWEVERhowever, that Newco shall not, Sellers may not do so without Acquiror's consentthe consent of Xxxxx, which consent shall may not be unreasonably withheld, take unless such settlement would materially impair the financial condition, results of operations, business or prospects of MILN or Xxxxx, in which case Xxxxx may withhold such consent in its sole discretion (either initially or at some later time) at any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability stage of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basisadministrative and judicial process. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject Subject to the approval terms and conditions of the District Director this Section 9.5(d) (Control of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(iProceedings), in whole or in part, under this Agreement, including, without limitation, any Taxes of Customer shall have the Company or any Subsidiary of the Company attributable right but no obligation to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newcoassume, at its own cost and expense, the control of any tax audit or administrative procedure (the “Tax Proceedings”) involving Symbotic (or any Affiliate thereof) and relating solely to Covered Taxes against which Customer is responsible to indemnify Symbotic (or any Affiliate thereof) under this Agreement; provided that (i) Customer provides a written notice (the “Customer Tax Proceedings Notice”) to Symbotic within ten Business Days from the time Symbotic notifies Customer in writing about the Tax Proceedings, in which Customer Tax Proceedings Notice, Customer shall affirm its obligation to indemnity and hold Symbotic harmless from and against any Loss pursuant relating to such Covered Taxes pursuant to Section 14.2 (Customer Indemnity Obligations), (ii) Customer shall conduct such Tax Proceedings in a diligent manner, (iii) Symbotic shall have the right to control any resulting proceedings and to determine whether and when to settle join any such claimTax Proceedings with a Representative of its choice, assessment and at its own cost and expense (including by joining meetings with any Governmental Authority and by commenting on any submission to any applicable Governmental Authority), (iv) Customer shall keep Symbotic timely and fully updated as to any substantive or disputematerial development relating to such Tax Proceedings and shall allow Symbotic to participate in such Tax Proceedings (including by joining meetings with any Governmental Authority and by commenting on any submission to any applicable Governmental Authority), PROVIDED(v) in controlling such Tax Proceeding, HOWEVERCustomer may not take any action that would require or otherwise involve Symbotic (or any of its Affiliates) in any court appeal, that Newco and (vi) Customer shall notnot settle, surrender or otherwise resolve or dismiss any such Tax Proceedings without Acquiror's consent, the prior written approval of Symbotic (which consent shall not be unreasonably withheld, take any action conditioned or omit delayed). If Customer does not provide or is not permitted to take any action relating to provide a Pre-Closing Customer Tax Period which would result Proceedings Notice in an increase accordance with the provisions of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, Symbotic shall have the right to control any resulting proceedings such Tax Proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase the provisions of more than $1,000,000 in the Tax liability clauses (ii) through (vi) of the Company or any Subsidiary prior sentence of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.this

Control of Tax Proceedings. (A) Newco Except as provided in Section 6.10(a)(iii)(C), the parties agree that SHI shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject . With respect to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise tax laws, to the extent permitted by law and as requested by SHI, SHI shall be designated as the agent for the Company Group only if the relevant Taxable year ends on or before the Closing Date and does not include a period ending after the Closing Date; provided, however, that (1) SHI shall provide Acquiror with instructions regarding the manner in which such designation is to be effected and (2) such designation shall not be made if it results in SHI being designated as the agent of Cable or Acquiror in any Post-Closing Tax laws for Period. (B) Whenever any Tax period relating to taxing authority asserts a claim, makes an assessment, or otherwise disputes the amount of Company Taxes for which Newco SHI is obligated or may be liable, in whole or in part, under this Agreement, Acquiror shall promptly inform SHI. SHI shall promptly inform Acquiror of any inquiries from the Internal Revenue Service or any other taxing authority that relate to Cable. SHI covenants that it shall not, without Acquiror's consent, take any action, or omit to take any action, that could result in an increase the Tax liability of Acquiror or Cable in any Post-Closing Tax Period. SHI shall indemnify and hold Acquiror and Cable harmless against any breach of the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing covenants contained in the preceding sentence. (C) If a taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco Cable (a "Cable Dispute"), Acquiror and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, SHI shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or immediately inform each other of the Cable Dispute. Acquiror, at its cost and expense, may, by written notice to the otherSHI, (1) participate in or (2) elect to control the defense of such claim, assessment or dispute, (including the decision determination of whether and when to settle such claimsettle) any Cable Dispute, assessment which election shall be made in writing within 60 days after the later of (1) the date of the notice transmitted by the taxing authority describing the Cable Dispute, or dispute, but (2) in the event Newco case of a notice transmitted by the taxing authority to SHI, the date SHI informs Acquiror of such Cable Dispute, and shall specify whether Acquiror is participating in or electing to control the relevant Cable Dispute. If Acquiror so duly elects, as provided herein, to control a Cable Dispute, it shall have the other shall no longer be obligated sole responsibility to indemnify Acquiror or Newco, as the case may beconduct any resulting proceedings, and its Subsidiaries for shall be responsible for, and shall indemnify SHI, on an After-Tax Basis, against any portion of the Taxes attributable ultimately imposed with respect to such Straddle Period which are in disputeCable Dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant The Indemnifying Party may elect to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRScontrol, and may elect to have sole discretion in handling, settling or contesting any similar provisions of applicable state income audit inquiry, information request, audit proceedings, suit, contest or franchise any other action with respect to a Tax laws for any Tax period relating to Taxes Controversy for which Newco is obligated it would be required to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes other party if it acknowledges in writing that it has sole liability for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes that might arise in such proceeding. Notwithstanding anything to the contrary herein, the Indemnifying Party shall, upon the written request of the Company or any Subsidiary Indemnitee, keep the Indemnitee informed of all material developments relating to the Company attributable to any Pre-Closing applicable Tax Period (except as otherwise provided in Section 6.09(a)(i)) Controversy and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newcothe Indemnitee may, at its own cost and expenseexpense and with its own counsel, monitor and participate in (but not control) the defense of such applicable Tax Controversy. The Indemnifying Party shall have not admit any liability with respect to, or settle, compromise or discharge, any Tax proceeding with respect to a Tax Controversy on a basis that would adversely affect the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, Indemnitee without Acquirorobtaining the Indemnitee's written consent, which consent shall not be unreasonably withheld, take any action conditioned or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, delayed; provided, however, that Acquiror if the Indemnitee unreasonably withholds such consent to any such settlement, compromise or discharge recommended by the Indemnifying Party, then the Indemnifying Party (i) shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror the Indemnitee, or Newcootherwise be responsible, as the case may be, and its Subsidiaries for any portion amount in excess of the Taxes attributable amount of the settlement, compromise or discharge so recommended by the Indemnifying Party and (ii) shall be entitled to reimbursement of the fees and expenses of counsel incurred by the Indemnifying Party after the date on which the recommendation was made to the Indemnitee in the event the final and unappealable judgment in such Straddle Period Tax Controversy exceeds the amount of the settlement, compromise or discharge so recommended. The Indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, any Tax Controversy without obtaining the Indemnifying Party's written consent, which are consent shall not be unreasonably withheld, conditioned or delayed. Any out-of-pocket costs incurred in disputehandling, settling or contesting a Tax Controversy shall be borne by the Indemnifying Party.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury RegulationsIf, subject subsequent to the approval of the District Director of the IRSEffective Time, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify YP, the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts Corporation, Principal Shareholder, or the Shareholders’ Representative receives notice of a claim, makes suit or proceeding by any taxing authority that, if successful, could give rise to an assessment indemnification obligation under this Agreement related to Taxes or otherwise disputes the amount an additional payment of Taxes for which Newco is obligated to indemnify (a “Tax Proceeding”), then within 15 calendar days after receipt of such notice, YP, the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i)Corporation, in whole Principal Shareholder, or in partthe Shareholders’ Representative, under this Agreementas the case may be, including, without limitation, any Taxes shall give written notice of such Tax Proceeding to the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, other parties. The Shareholders’ Representative shall have the right to control any resulting proceedings and Tax Proceeding relating to determine whether and when a taxable period ending on or prior to settle the Effective Time; provided, however, that with respect to any such claimTax Proceeding which may affect the Tax liability of YP, assessment LiveDeal, the Surviving Corporation, or disputeany Subsidiary, PROVIDEDYP may participate at its own cost and expense and the Shareholders’ Representative shall keep YP informed of all material developments on a timely basis, HOWEVERconsult with YP with respect to the resolution of such Tax Proceeding, and not resolve such Tax Proceeding without the prior written consent of YP, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Representative and YP shall jointly control any Tax Proceeding relating to a taxable period beginning before the Effective Time and ending after the Effective Time. YP shall control (i) any Tax Proceeding relating to a taxable period beginning after the Effective Time and (ii) any Tax Proceeding that the Shareholders’ Representative has the right to control but elects in writing not to control; provided, however, that Newco with respect to any Tax Proceeding described in clause (ii), YP shall not, keep the Shareholders’ Representative informed of all material developments on a timely basis and YP shall not resolve such Tax Proceeding in a manner that could reasonably be expected to have an adverse impact on the LiveDeal Shareholders’ indemnification obligations under this Agreement without Acquiror's the Shareholders’ Representative’s prior written consent, which consent shall not be unreasonably withheld, take any action conditioned or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation delayed. Each party shall bear its own costs for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate participating in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in disputeTax Proceeding.

Control of Tax Proceedings. (Aa) Newco If any third party shall be designated as notify the agent for Buyer or the Company Group pursuant to Section 1.1502-77(d) Seller of the Treasury Regulationsany audit, subject to the approval of the District Director of the IRSexamination, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment other administrative or otherwise disputes the amount judicial Proceeding in respect of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries the Seller has an indemnification obligation under Section 6.09(a)(iiArticle VII (each a “Tax Proceeding”), in whole then the Buyer or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or NewcoSeller, as the case may be, shall promptly notify the other party thereof in writing, provided, that the Buyer’s failure or delay to provide such notice shall not affect (b) With respect to any Tax Proceeding solely related to any Tax Period ending on or prior to the Closing Date, the Seller may elect to assume and control the defense of such Tax Proceeding by written notice to the Buyer within thirty (30) days after the earlier of (x) delivery by the Buyer to the Seller of the notice provided in Section 8.2(a) and (y) the Seller or any of its Affiliates being contacted by a Government Entity regarding such Tax Proceeding. If the Seller timely elects to assume and control the defense of such Tax Proceeding, the Seller (i) shall bear its own costs and expenses, (ii) shall be entitled to engage its own counsel, and (iii) may (A) either pay the Tax claimed or sue for refund where applicable Law permits such refund suit or (B) contest, settle, or compromise the Tax Proceeding in any permissible manner, provided, however, that the Seller shall not settle or compromise or pursue or forgo any administrative appeals, Proceedings, hearings, and conferences with any Taxing Authority or take other material actions with respect to any Tax Proceeding without the prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed, or conditioned); provided, further, that the right of Seller to assume the defense and settlement of a Tax Proceeding under this Section 8.2(b) shall be contingent upon its ability to provide reasonable assurance to the Buyer of the Seller’s financial capacity to defend such Tax Proceeding and provide indemnification with respect to such Tax Proceeding. If the Seller elects to assume the defense of any Tax Proceeding, the Seller shall (x) keep the Buyer reasonably informed of all material developments and events relating to such Tax Proceeding (including promptly forwarding copies to the Buyer of any related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller sends such correspondence to any Taxing Authority), (y) consult with the Buyer in connection with the defense or prosecution of any such Tax Proceeding, and (z) provide such cooperation and information as the Buyer shall reasonably request, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Proceeding (including participating in any discussions with the applicable Taxing Authorities regarding such Tax Proceedings). (c) In connection with any Tax Proceeding that relates to Taxes of any of the Company and its Subsidiaries for a taxable period ending on or prior to the Closing Date that (i) the Seller does not timely elect to control pursuant to Section 8.2(b) or (ii) the Seller fails to diligently defend in good faith, such Tax Proceeding shall be controlled by the Buyer and the Seller agrees to cooperate with the Buyer in pursuing such Tax Proceeding. (d) In connection with any portion Tax Proceeding for Taxes of any of the Taxes attributable Company or any of its Subsidiaries for any Straddle Period, such Tax Proceeding shall be controlled by the Buyer; provided, that with respect to any such Tax Proceedings for which the Seller has an indemnification obligation under Article VII the Buyer shall not settle or compromise any Tax Proceeding without the prior written consent of the Seller, such consent not to be unreasonably withheld, conditioned, or delayed. The Buyer shall (x) keep the Seller informed of all material developments and events relating to such Straddle Period which are Tax Proceeding (including promptly forwarding copies to the Seller of any related correspondence and shall provide the Seller with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), (y) consult with the Seller in disputeconnection with the defense or prosecution of any such Tax Proceeding, and (z) provide such cooperation and information as the Seller shall (e) Notwithstanding anything to the contrary contained in this Agreement, the procedures for all Tax Proceedings shall be governed exclusively by this Section 8.2 (and not Section 7.5).

Control of Tax Proceedings. (Ai) Newco shall be designated as Following the agent for Closing, in the Company Group pursuant to Section 1.1502-77(dcase of any Tax audit or administrative or judicial proceeding (a “Tax Proceeding”) of the Treasury Regulations, subject or with respect to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable Acquired Subsidiaries that relates to any Pre-Closing a Combined Tax Period Return (except a “Combined Tax Proceeding”), other than as otherwise provided in Section 6.09(a)(i10.2(f)(ii)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, Parent shall have the right and obligation to control conduct, at its own expense, such Tax Proceeding; provided, however, that if such Tax Proceeding relates directly to items of the Retained Subsidiaries or if the resolution of would be expected to have an adverse impact on the Retained Subsidiaries or give rise to an indemnification obligation by Topco, (i) Parent shall keep the Equityholder Representative apprised of material developments with respect to, and shall promptly respond to any resulting proceedings reasonable requests from the Equityholder Representative for information relating to, such Tax Proceeding, (ii) the Equityholder Representative, at its or Topco’s own expense, shall be permitted to participate in such Tax Proceeding, and to determine whether and when to settle (iii) Parent shall not settle, compromise, or abandon any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, Tax Proceeding without Acquiror's consentobtaining the prior written consent of the Equityholder Representative, which consent shall not be unreasonably withheld, take any action conditioned, or omit delayed, if such settlement, compromise or abandonment could have a material adverse impact on the Retained Subsidiaries or give rise to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in indemnification obligation by the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax BasisEquityholders. (Bii) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes Following the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii)Closing, in whole or in partthe case of any Tax Proceeding primarily related to the Section 336(e) Elections, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, the Equityholder Representative shall have the right to control any resulting proceedings and to determine whether and when to settle any conduct, at its or Topco’s own expense, such claim, assessment or dispute, Tax Proceeding; provided, however, that Acquiror (i) the Equityholder Representative shall keep Parent apprised of material developments with respect to, and shall promptly respond to any reasonable requests from Parent for information relating to, such Tax Proceeding, (ii) Parent, at its own expense, shall be permitted to participate in such Tax Proceeding and (iii) the Equityholder Representative shall not take settle, compromise or abandon any action such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or omit delayed. If the Equityholder Representative declines to take control such Tax Proceeding in accordance with the preceding sentence, Parent shall control such Tax Proceeding, subject to the proviso contained in Section 10.2(f)(i). (iii) To the extent any action relating to a Post- Closing Combined Tax Period which would result Proceeding results in an increase adjustment to items of more than $1,000,000 the Retained Subsidiaries and such adjustment results in the a cash Tax liability to Parent, Topco shall pay an amount equal to such cash Tax liability to Parent within thirty (30) days of a final determination. To the extent any Combined Tax Proceeding results in an adjustment to items of the Company and the Acquired Subsidiaries, Parent shall pay for such Taxes, except to the extent covered by the indemnification provisions of ARTICLE VIII (including any Taxes arising from the Reorganization Transactions (up to the limit set forth in Section 8.5(b) or from the Section 336(e) Elections). Following the Closing, Parent shall control all other Tax Proceedings for the Company Group (and any member thereof) and shall pay any Taxes arising as a result of such Tax Proceedings, except to the extent covered by the indemnification provisions of ARTICLE VIII. The Equityholder Representative shall control all other Tax Proceedings for the Retained Subsidiaries (or any Subsidiary member thereof), and Topco shall pay any Taxes arising as a result of the Company for all Pre-Closing such Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing Proceedings. The provisions of this Section 6.09(a)(v10.2(f), in and not the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount provisions of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expenseSection 8.3, shall jointly participate in govern the conduct of any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in disputeall Tax Proceedings.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-After Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Post-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (Aa) Newco If a claim shall be designated made by any -------------------------- taxing authority which, if successful, would result in an indemnity payment by the Principals pursuant to this Section 6 (a "Tax Claim"), or if an audit or administrative proceeding is commenced by any taxing authority with respect to Taxes that could give rise to a Tax Claim (a "Tax Audit"), the Principals shall have the right, at their option, upon timely notice to Xxxxx, to assume and control the conduct of any such Tax Audit and the defense of any suit, action or proceeding with respect to any such Tax Claim at their own expense and with their own counsel (without prejudice to the right of Xxxxx to participate at its own expense through counsel of its own choosing), so long as the agent Principals have and acknowledge full indemnification responsibility under this Section 6 for the Company Group pursuant to Section 1.1502-77(d) all of the Treasury Regulations, Taxes which are asserted by the tax authority to be the subject to the approval of the District Director Tax Audit or Tax Claim provided that no indemnification shall be made as a result of timing differences, excluding any penalties or interest related to such timing differences. (b) In any case in which the IRSPrincipals are entitled to and elect to control the contest, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)6.5(a) above, the Principals, at their sole option, may pursue or forego any and any Spin-Off Taxall administrative appeals, Acquiror shall promptly inform Newcoproceedings, hearings, and Newcoconferences with the taxing authority with respect to any Tax Claim; may, at its cost their sole option, either pay the Taxes claimed and expensexxx for a refund where applicable law permits such refund suits, shall have or may contest the right Tax Claim in any permissible manner, and prosecute such contest to control any resulting proceedings a determination in court of initial jurisdiction, and to determine whether determination in an appellate court, and when to may settle the Tax Claim at any such claimstage in the judicial process; provided, assessment or dispute, PROVIDED, HOWEVERhowever, that Newco shall not, the Principals may not do so without Acquiror's consentthe written consent of Xxxxx, which consent shall may not be unreasonably withheld, take any action unless such settlement would materially impair the financial condition, results of operations, business or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability prospects of the Surviving Corporation Companies or Xxxxx, in which case Xxxxx may withhold such consent in its sole discretion (either initially or at some later time) at any Subsidiary stage of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basisadministrative and judicial process. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject to the approval of the District Director of the IRS, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's ’s consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-After Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Post-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute.

Control of Tax Proceedings. (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulations, subject Subject to the approval terms and conditions of this Section 7.6(e) (Control of Tax Proceedings), Walmart shall have the District Director right but no obligation to assume, at its own cost and expense, the control of any tax audit or administrative procedure involving Symbotic (or any affiliate thereof) and relating solely to Covered Taxes (the IRS, and any similar provisions of applicable state income or franchise “Tax laws for any Tax period relating to Taxes for Proceedings”) against which Newco Walmart is obligated responsible to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever Symbotic (or any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, affiliate thereof) under this Agreement, includingprovided that (i) Walmart provides a written notice (the “Walmart Tax Proceedings Notice”) to Symbotic within ten (10) Business Days from the time Symbotic notifies Walmart in writing about the Tax Proceedings, without limitationin which Walmart Tax Proceedings Notice, Walmart shall affirm its obligation to indemnify and hold Symbotic harmless from and against any Taxes of the Company or any Subsidiary of the Company attributable Loss relating to any Pre-Closing such Covered Taxes, (ii) Walmart shall conduct such Tax Period Proceedings in a diligent manner, (except as otherwise provided in Section 6.09(a)(i)iii) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, Symbotic shall have the right to control any resulting proceedings and to determine whether and when to settle join any such claimTax Proceedings with advisor of its choice, assessment and at its own cost and expense (including by joining meetings with any Governmental Authority and by commenting on any submission to any applicable Governmental Authority), (iv) Walmart shall keep Symbotic timely and fully updated as to any non-insignificant development relating to such Tax Proceedings and shall allow Symbotic to participate in such Tax Proceedings (including by joining meetings with any Governmental Authority and by commenting on any submission to any applicable Governmental Authority), (v) in controlling such Tax Proceeding, Walmart may not take any action that would require or disputeotherwise involve Symbotic (or any of its affiliates) in any court appeal, PROVIDEDand (vi) Walmart shall not settle, HOWEVER, that Newco shall not, surrender or otherwise resolve or dismiss any such Tax Proceedings without Acquiror's consent, the prior written approval of Symbotic (which consent shall not be unreasonably withheld, take any action conditioned or omit delayed). If Walmart does not provide or is not permitted to take any action relating to provide a Pre-Closing Walmart Tax Period which would result Proceedings Notice in an increase accordance with the provisions of more than $1,000,000 in the Tax liability of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, Symbotic shall have the right to control any resulting proceedings such Tax Proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase the provisions of more than $1,000,000 in the Tax liability clauses (ii) through (vi) of the Company prior sentence shall apply mutatis mutandis. Each of Symbotic and Walmart shall use commercially reasonable efforts to bifurcate any proceeding related to Covered Taxes against which Walmart is responsible to indemnify Symbotic (or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (CAffiliate thereof) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate Agreement in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, a manner that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable proceeding relates solely to such Straddle Period which are in disputeCovered Taxes.

Control of Tax Proceedings. (Aa) Newco If a claim shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) of the Treasury Regulationsmade by any -------------------------- taxing authority which, subject to the approval of the District Director of the IRSif successful, and any similar provisions of applicable state income or franchise Tax laws for any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes of the Company or any Subsidiary of the Company attributable to any Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(i)) and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase indemnity payment by the Stockholders or Sellers pursuant to this Section 13 (a "TAX CLAIM"), or if --------- an audit or administrative proceeding is commenced by any taxing authority with respect to Taxes that could give rise to a Tax Claim (a "TAX AUDIT"), the --------- Stockholders and/or the Sellers shall have the right, at their option, upon timely notice to Xxxxx, to assume and control the conduct of more than $1,000,000 in any such Tax Audit and the defense of any suit, action or proceeding with respect to any such Tax Claim at their own expense and with their own counsel (without prejudice to the right of Xxxxx to participate at its own expense through counsel of its own choosing), so long as the Stockholders and Sellers have and acknowledge full indemnification responsibility under this Section 13 for all of the Taxes which are asserted by the tax authority to be the subject of the Tax liability of the Surviving Corporation Audit or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax BasisClaim. (Bb) If In any Taxing authority notifies Newco of a claim, makes an assessment case in which the Sellers or otherwise disputes the amount of Taxes for which Acquiror is obligated Stockholders are entitled to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit to take any action relating to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in the event any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense contest, as provided in Section 13.5(a) above, the Sellers and Stockholders, at their sole option, may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with the taxing authority with respect to any Tax Claim; may, at their sole option, either pay the Taxes claimed and xxx for a refund where applicable law permits such refund suits; or may contest the Tax Claim in any permissible manner, and prosecute such contest to a determination in court of such claiminitial jurisdiction, assessment or disputeand to determination in an appellate court, including and may settle the decision whether and when to settle such claim, assessment or dispute, but Tax Claim at any stage in the event Newco judicial process unless such settlement would materially impair the financial condition, results of operations, business or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion prospects of the Taxes attributable to Companies or Xxxxx or the Acquisition Sub, in which case Xxxxx may withhold such Straddle Period which are consent in disputeits sole discretion (either initially or at some later time) at any stage of the administrative and judicial process.

Control of Tax Proceedings. Acquiror will notify KTR (A) Newco shall be designated as the agent for the Company Group pursuant to Section 1.1502-77(d) on behalf of the Treasury Regulations, subject to the approval of the District Director of the IRSContributor Parties), and any similar provisions each Contributor Party will notify Acquiror, in each case, as soon as reasonably practicable following its receipt of applicable state income or franchise Tax laws for written notice of any Tax period relating to Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i). Whenever any Taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes Proceeding of the Company or any Subsidiary of the Company attributable with respect to any Pre-Closing Tax Period or Straddle Period. KTR (except as otherwise provided in Section 6.09(a)(i)on behalf of the Contributor Parties) will have the right, upon written notice to Acquiror within fifteen (15) days of receiving notice of such Tax Proceeding and any Spin-Off Tax, Acquiror shall promptly inform Newco, and Newco, at its cost and own expense, shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit it deems appropriate with respect to take any action Tax Proceeding with respect to the Company relating solely to a Pre-Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability Period; provided, that KTR (on behalf of the Surviving Corporation or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basis. Contributor Parties) will (Bi) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), in whole or in part, under this Agreement, Newco shall promptly inform Acquiror, and allow Acquiror, at its cost and own expense, shall directly or through Acquiror’s designated Representatives, to participate in such Tax Proceeding, and (ii) not settle or compromise any such Tax Proceeding without the prior written consent of Acquiror (which consent will not be unreasonably withheld, conditioned, or delayed). Acquiror will have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, provided, however, that Acquiror shall not take any action or omit it deems appropriate with respect to take any action relating Tax Proceeding with respect to the Company that is not controlled by KTR pursuant to the preceding sentence; provided, that to the extent such Tax Proceeding relates to a Post- Straddle Period or a Pre-Closing Tax Period Period, Acquiror will (i) allow KTR (on behalf of the Contributor Parties), at its own expense, directly or through its designated Representatives, to participate in such Tax Proceeding, and (ii) not settle or compromise any such Tax Proceeding without the prior written consent of KTR (on behalf of the Contributor Parties) (which consent will not be unreasonably withheld, conditioned, or delayed) if such settlement or compromise would result in an increase of more than $1,000,000 in indemnity payment by the Tax liability of Contributor Parties pursuant to Section 10.1(e). To the Company or any Subsidiary of extent there is a conflict, the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v7.13(e), in the event any Taxing authority asserts a claimand not those of Section 10.4, makes an assessment or otherwise disputes the amount of Taxes attributable will control with respect to any Straddle Period for which both Newco and Acquiror may be liable under Tax Proceeding described in this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, by written notice to the other, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in disputeSection 7.13(e).

Control of Tax Proceedings. (A) Newco shall be designated as 4.1 It is acknowledged and agreed that the agent for the Company Group Designated Party shall, pursuant to Section 1.1502-77(d) 6244 of the Treasury RegulationsCode, subject serve as the "tax matters person" for Red Calliope for taxable years ending on or prior to July 27, 1995. 4.2 Except as specifically provided in this Agreement, it is acknowledged and agreed that the approval of Designated Party shall have the District Director of the IRS, and sole authority to deal with any similar provisions of applicable state income or franchise Tax laws for any Tax period matters relating to Taxes for which Newco is obligated of Red Calliope attributable to indemnify taxable periods ending on or before the Surviving Corporation and its Subsidiaries Closing Date (as determined under Section 6.09(a)(i2.1). , including but not limited to the filing of amended Red Calliope Tax Returns. 4.3 Whenever any Taxing taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Red Calliope Taxes for which Newco is obligated to indemnify the Surviving Corporation and its Subsidiaries under (including any claim involving any Subchapter "S" item (as defined in Section 6.09(a)(i), in whole or in part, under this Agreement, including, without limitation, any Taxes 6245 of the Company or any Subsidiary of Code and the Company Treasury Regulations thereunder) (an "S Claim") brought against Red Calliope) attributable to any taxable periods ending on or before the Closing Date (a "Pre-Closing Tax Period (except as otherwise provided in Section 6.09(a)(iDispute")) and any Spin-Off Tax, Acquiror Crown Crafts shall promptly inform Newcothe Designated Party, and Newco, at its cost and expense, who shall thereafter promptly inform the other Shareholders. The Designated Party shall have the sole right and authority to control any resulting proceedings and and, except as provided in Section 4.4, to determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco shall not, without Acquiror's consent, which consent shall not be unreasonably withheld, take any action or omit to take any action relating to a Pre-Closing Tax Period which would result in an increase Dispute. The Designated Party shall keep each Shareholder informed of more than $1,000,000 in the Tax liability of the Surviving Corporation any such proceedings or any Subsidiary of the Surviving Corporation for all Post-Closing Tax Periods, computed on an After-Tax Basissettlements. (B) If any Taxing authority notifies Newco of a claim, makes an assessment or otherwise disputes 4.4 Notwithstanding anything to the amount of Taxes for which Acquiror is obligated to indemnify Newco and its Subsidiaries under Section 6.09(a)(ii), contrary in whole or in part, under this Agreement, Newco the Designated Party shall promptly inform Acquiror, and Acquiror, at its cost and expense, shall have the right to control not file any resulting proceedings and to determine whether and when to amended Red Calliope Tax Return or settle any Pre-Closing Dispute without the prior written consent (not to be unreasonably withheld or delayed) of (i) Crown Crafts if such claimaction would increase Red Calliope Taxes for taxable periods ending after the Closing Date, assessment or dispute(ii) any Shareholder who would be subject to additional Shareholder Income Taxes in excess of $10,000 as a result of such action. 4.5 All fees and expenses incurred by the Designated Party in connection with the filing of any amended Red Calliope Tax Return or control or conduct of any Pre-Closing Dispute under Section 4.3 (the "Covered Matters") shall be paid by Red Calliope and Red Calliope shall indemnify and hold harmless the Designated Party from and against any and all claims, damages, liabilities, expenses (including reasonable attorneys fees), costs and assessments (including actual and punitive damages) incurred by or imposed upon the Designated Party in connection with his action or inaction with respect to the Covered Matters so long as the Designated Party substantially complies in good faith with his obligations with respect to the Covered Matters and does not act fraudulently; provided, however, that Acquiror Red Calliope shall not take any action or omit have no obligation to take any action relating pay in excess of $100,000 pursuant to a Post- Closing Tax Period which would result in an increase of more than $1,000,000 in the Tax liability of the Company or any Subsidiary of the Company for all Pre-Closing Tax Periods, computed on an After-Tax Basis. (C) Notwithstanding the foregoing provisions of this Section 6.09(a)(v), in 4.5. All such fees and expenses incurred by the event any Taxing authority asserts a claim, makes an assessment Designated Party which are not paid or otherwise disputes the amount of Taxes attributable to any Straddle Period for which both Newco and Acquiror may be liable under this Agreement, Newco and Acquiror, at their respective cost and expense, shall jointly participate in any resulting proceedings and mutually determine whether and when to settle any such claim, assessment or dispute, PROVIDED, HOWEVER, that Newco or Acquiror, at its cost and expense, may, reimbursed by written notice Red Calliope pursuant to the otherpreceding sentence shall be paid pursuant to that certain Agreement Re Post-Merger Administration dated as of October 9, elect to control the defense of such claim, assessment or dispute, including the decision whether and when to settle such claim, assessment or dispute, but in the event Newco or Acquiror so elects, the other shall no longer be obligated to indemnify Acquiror or Newco, as the case may be, and its Subsidiaries for any portion of the Taxes attributable to such Straddle Period which are in dispute1995.