Common use of Control of Tax Proceedings Clause in Contracts

Control of Tax Proceedings. Vornado REIT, as the general partner of Vornado OP shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that Vornado REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding without the prior written consent of SCR GP, as representative of the SCR Unitholders (unless, and only to the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP shall have the right to review and comment on any and all submissions made to the to Internal Revenue Service ("IRS"), a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that Vornado OP will consider such comments in good faith. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material adverse impact on one or more SCR Unitholders with respect to a matter covered by this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP (or another comparxxxx fixx xx attorneys ox xxxxunxxxxx), that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing shall not apply with respect to, or otherwise restrict or limit or restrict in any matter, the exercise by the SCR GP or any of the SCR Unitholders of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OP.

Control of Tax Proceedings. Vornado REIT, as the general partner of Vornado OP shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that Vornado REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding without the prior written consent of SCR GP, as representative of the SCR Unitholders (unless, and only to the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP shall have the right to review and comment on any and all submissions made to the to Internal Revenue Service ("IRS"), a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that Vornado OP will consider such comments in good faith. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material adverse impact on one or more SCR Unitholders with respect to a matter covered by this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP (or another comparxxxx fixx xx attorneys ox xxxxunxxxxxcomparable xxxx of xxxxxxxys or accouxxxxxx), that it xxxx xt is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing shall not apply with respect to, or otherwise restrict or limit or restrict in any matter, the exercise by the SCR GP or any of the SCR Unitholders of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OP.

Control of Tax Proceedings. Vornado REIT, as the general partner of Vornado OP The Buyer shall have the right to control all Tax Proceedings relating to the defense, settlement or compromise of any Proceeding or Tax ClaimCompany Entities; provided, however, that Vornado REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding without the prior written consent of SCR GP, as representative of the SCR Unitholders (unless, and only to the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP Members’ Representative shall have the right to review control and comment on conduct any Tax Proceeding and all submissions made to employ counsel of the Members’ Representative’s choice, but reasonably satisfactory to the Buyer, at the Members’ sole cost and expense, to Internal Revenue Service the extent such Tax Proceeding primarily concerns income reportable on Tax Returns of a Company Entity for a Pre-Closing Tax Period and shall have the right to participate at its own expense in any Tax Proceeding being conducted by the Buyer if such Tax Proceeding could result in a Liability of the Members ("IRS"including indemnity obligations hereunder). The Buyer shall have the right to participate in any 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 Members (including indemnity obligations hereunder). Notwithstanding the foregoing provisions of this Section 6.7, 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 courtLiability 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 other governmental body be subject to any obligation that such Party is unable to enforce or undertake with respect to such Tax Claim or Tax Proceeding and that Vornado OP will consider such comments any Company Joint Venture. This Section 6.7(f) shall govern in good faith. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material adverse impact on one or more SCR Unitholders with respect to a matter covered by this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP (or another comparxxxx fixx xx attorneys ox xxxxunxxxxx), that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing shall not apply with respect to, or otherwise restrict or limit or restrict in any matter, the exercise by the SCR GP or any of the SCR Unitholders event of any rights or privileges provided for in Sections 6221-6234 conflict with the provisions of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OPARTICLE VIII.

Control of Tax Proceedings. Vornado REITIf, subsequent to the Effective Time, YP, the Surviving Corporation, Principal Shareholder, or the Shareholders’ Representative receives notice of a claim, suit or proceeding by any taxing authority that, if successful, could give rise to an indemnification obligation under this Agreement related to Taxes or an additional payment of Taxes (a “Tax Proceeding”), then within 15 calendar days after receipt of such notice, YP, the Surviving Corporation, Principal Shareholder, or the Shareholders’ Representative, as the general partner case may be, shall give written notice of Vornado OP such Tax Proceeding to the other parties. The Shareholders’ Representative shall have the right to control any Tax Proceeding relating to a taxable period ending on or prior to the defense, settlement or compromise of any Proceeding or Tax ClaimEffective Time; provided, however, that Vornado REIT shall not consent to the entry of any judgment or enter into any settlement with respect to any such Tax Claim Proceeding which may affect the Tax liability of YP, LiveDeal, the Surviving Corporation, or any Subsidiary, YP may participate at its own cost and expense and the Shareholders’ Representative shall keep YP informed of all material developments on a timely basis, consult with YP with respect to the resolution of such Tax Proceeding, and not resolve such Tax Proceeding without the prior written consent of SCR GPYP, as representative of 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 SCR Unitholders Effective Time and ending after the Effective Time. YP shall control (unless, i) any Tax Proceeding relating to a taxable period beginning after the Effective Time and only to (ii) any Tax Proceeding that the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP shall have Shareholders’ Representative has the right to review and comment on any and all submissions made control but elects in writing not to the to Internal Revenue Service ("IRS")control; provided, a courthowever, or other governmental body that with respect to any Tax Proceeding described in clause (ii), YP shall keep the Shareholders’ Representative informed of all material developments on a timely basis and YP shall not resolve such Tax Claim or Tax Proceeding and in a manner that Vornado OP will consider such comments in good faith. As a condition could reasonably be expected to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material an adverse impact on one or more SCR Unitholders with respect to a matter covered by the LiveDeal Shareholders’ indemnification obligations under this Agreement and that such impact would be different from without the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (Shareholders’ Representative’s prior written consent, which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP (or another comparxxxx fixx xx attorneys ox xxxxunxxxxx), that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing consent shall not apply with respect tobe unreasonably withheld, conditioned or otherwise restrict or limit or restrict delayed. Each party shall bear its own costs for participating in any matter, the exercise by the SCR GP or any of the SCR Unitholders of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OPTax Proceeding.

Control of Tax Proceedings. Vornado REITThe Indemnifying Party may elect to control, as and may elect to have sole discretion in handling, settling or contesting any audit inquiry, information request, audit proceedings, suit, contest or any other action with respect to a Tax Controversy for which it would be required to indemnify the general partner other party if it acknowledges in writing that it has sole liability for any Taxes that might arise in such proceeding. Notwithstanding anything to the contrary herein, the Indemnifying Party shall, upon the written request of Vornado OP the Indemnitee, keep the Indemnitee informed of all material developments relating to the applicable Tax Controversy and the Indemnitee may, at its own cost and expense 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 Indemnitee without obtaining the defenseIndemnitee's written consent, settlement which consent shall not be unreasonably withheld, conditioned or compromise of any Proceeding or Tax Claimdelayed; provided, however, that Vornado REIT 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 consent in any event be obligated to indemnify the entry of Indemnitee, or otherwise be responsible, for any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding without the prior written consent of SCR GP, as representative amount in excess of the SCR Unitholders (unlessamount of the settlement, and only to the extent, that any Taxes required to be paid compromise or discharge so recommended by the SCR Unitholders who are Protected Unitholders as a result thereof would Indemnifying Party and (ii) shall be required entitled to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed reimbursement of the progress thereof to fees and expenses of counsel incurred by the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) Indemnifying Party after the SCR Unitholders and that SCR GP shall have date on which the right to review and comment on any and all submissions recommendation was made to the to Internal Revenue Service ("IRS"), a court, or other governmental body with respect to Indemnitee in the event the final and unappealable judgment in such Tax Claim Controversy exceeds the amount of the settlement, compromise or Tax Proceeding and that Vornado OP will consider such comments in good faithdischarge so recommended. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material adverse impact on one or more SCR Unitholders with respect to a matter covered by this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP (or another comparxxxx fixx xx attorneys ox xxxxunxxxxx), that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing The Indemnitee shall not apply admit any liability with respect to, or otherwise restrict settle, compromise or limit discharge, any Tax Controversy without obtaining the Indemnifying Party's written consent, which consent shall not be unreasonably withheld, conditioned or restrict delayed. Any out-of-pocket costs incurred in any matterhandling, the exercise settling or contesting a Tax Controversy shall be borne by the SCR GP or any of the SCR Unitholders of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OPIndemnifying Party.

Control of Tax Proceedings. Vornado REITAcquiror will notify KTR (on behalf of the Contributor Parties), and each Contributor Party will notify Acquiror, in each case, as soon as reasonably practicable following its receipt of written notice of any Tax Proceeding of the general partner Company with respect to any Pre-Closing Tax Period or Straddle Period. KTR (on behalf of Vornado OP shall the Contributor Parties) will have the right right, upon written notice to Acquiror within fifteen (15) days of receiving notice of such Tax Proceeding and at its own expense, to control and take any action it deems appropriate with respect to any Tax Proceeding with respect to the defense, settlement or compromise of any Proceeding or Company relating solely to a Pre-Closing Tax ClaimPeriod; provided, howeverthat KTR (on behalf of the Contributor Parties) will (i) allow Acquiror, that Vornado REIT shall not consent at its own expense, directly or through Acquiror’s designated Representatives, to the entry of any judgment or enter into any settlement with respect to participate in such Tax Claim Proceeding, and (ii) not settle or compromise any such Tax Proceeding without the prior written consent of SCR GPAcquiror (which consent will not be unreasonably withheld, as representative of the SCR Unitholders (unlessconditioned, and only to the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required paymentsdelayed); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP shall . Acquiror will have the right to review control and comment on take any and all submissions made to the to Internal Revenue Service ("IRS"), a court, or other governmental body action it deems appropriate with respect to such Tax Claim or any Tax Proceeding and with respect to the Company that Vornado OP will consider such comments in good faith. As a condition to withholding its consent to a settlement is not controlled by KTR pursuant to the preceding sentence; provided, that to the SCR GP extent such Tax Proceeding relates to a Straddle Period or a Pre-Closing Tax Period, Acquiror will (i) must have a reasonable basis allow KTR (on behalf of the Contributor Parties), at its own expense, directly or through its designated Representatives, to believe that 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 have result in an indemnity payment by the Contributor Parties pursuant to Section 10.1(e). To the extent there is a material adverse impact on one or more SCR Unitholders conflict, the provisions of this Section 7.13(e), and not those of Section 10.4, will control with respect to a matter covered by any Tax Proceeding described in this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writingSection 7.13(e), (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP (or another comparxxxx fixx xx attorneys ox xxxxunxxxxx), that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing shall not apply with respect to, or otherwise restrict or limit or restrict in any matter, the exercise by the SCR GP or any of the SCR Unitholders of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OP.

Control of Tax Proceedings. Vornado REITSubject to the terms and conditions of this Section 9.5(d) (Control of Tax Proceedings), Customer shall have the right but no obligation to assume, 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 join any such Tax Proceedings with a Representative of its choice, 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 material 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, Customer may not take any action that would require or otherwise involve Symbotic (or any of its Affiliates) in any court appeal, and (vi) Customer shall not settle, surrender or otherwise resolve or dismiss any such Tax Proceedings without the general partner prior written approval of Vornado OP Symbotic (which consent shall not be unreasonably withheld, conditioned or delayed). If Customer does not provide or is not permitted to provide a Customer Tax Proceedings Notice in accordance with the provisions of this Agreement, Symbotic shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that Vornado REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding without Proceedings and the prior written consent provisions of SCR GP, as representative of the SCR Unitholders (unless, and only to the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP shall have the right to review and comment on any and all submissions made to the to Internal Revenue Service ("IRS"), a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that Vornado OP will consider such comments in good faith. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material adverse impact on one or more SCR Unitholders with respect to a matter covered by this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), clauses (ii) the SCR GP must believe, based upon the advice of Hogan & Hartson L.L.P. or Arthur Andersen LLP through (or another comparxxxx fixx xx attorneys ox xxxxunxxxxx), that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iiivi) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing shall not apply with respect to, or otherwise restrict or limit or restrict in any matter, the exercise by the SCR GP or any of the SCR Unitholders prior sentence of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related to SCR or Vornado OP.this

Control of Tax Proceedings. Vornado REITSubject to the terms and conditions of this Section 7.6(e) (Control of Tax Proceedings), Walmart shall have the 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 “Tax Proceedings”) against which Walmart is responsible to indemnify Symbotic (or any affiliate thereof) under this Agreement, provided 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, in which Walmart Tax Proceedings Notice, Walmart shall affirm its obligation to indemnify and hold Symbotic harmless from and against any Loss relating to such Covered Taxes, (ii) Walmart shall conduct such Tax Proceedings in a diligent manner, (iii) Symbotic shall have the right to join any such Tax Proceedings with advisor of its choice, 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 otherwise involve Symbotic (or any of its affiliates) in any court appeal, and (vi) Walmart shall not settle, surrender or otherwise resolve or dismiss any such Tax Proceedings without the general partner prior written approval of Vornado OP Symbotic (which consent shall not be unreasonably withheld, conditioned or delayed). If Walmart does not provide or is not permitted to provide a Walmart Tax Proceedings Notice in accordance with the provisions of this Agreement, Symbotic shall have the right to control the defense, settlement or compromise of any Proceeding or Tax Claim; provided, however, that Vornado REIT shall not consent to the entry of any judgment or enter into any settlement with respect to such Tax Claim or Tax Proceeding without Proceedings and the prior written consent provisions of SCR GP, as representative of the SCR Unitholders (unless, and only to the extent, that any Taxes required to be paid by the SCR Unitholders who are Protected Unitholders as a result thereof would be required to be reimbursed by Vornado OP and Vornado REIT under Article 5 and Vornado OP and Vornado REIT agree in connection with such settlement or consent, to make such required payments); provided further that Vornado OP shall keep SCR GP duly informed of the progress thereof to the extent that such Proceeding or Tax Claim could directly or indirectly affect (adversely or otherwise) the SCR Unitholders and that SCR GP shall have the right to review and comment on any and all submissions made to the to Internal Revenue Service ("IRS"), a court, or other governmental body with respect to such Tax Claim or Tax Proceeding and that Vornado OP will consider such comments in good faith. As a condition to withholding its consent to a settlement pursuant to the preceding sentence, the SCR GP (i) must have a reasonable basis to believe that such settlement would have a material adverse impact on one or more SCR Unitholders with respect to a matter covered by this Agreement and that such impact would be different from the impact that would result for other holders of Vornado OP Units who are not SCR Unitholders (which the SCR GP, upon request from Vornado OP, shall describe in reasonable detail in writing), clauses (ii) through (vi) of the SCR GP must believe, based upon the advice prior sentence shall apply mutatis mutandis. Each of Hogan & Hartson L.L.P. or Arthur Andersen LLP 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 another comparxxxx fixx xx attorneys ox xxxxunxxxxx), any Affiliate thereof) under this Agreement in such a manner that it is more likely than not that the position asserted by the SCR GP would prevail if it were to be asserted in a judicial proceeding (and upon request of Vornado OP, the SCR GP shall provide to Vornado OP a letter from such counsel or accountants confirming such advice), and (iii) the SCR GP shall offer to assume the subsequent costs of defending and asserting the position asserted by the SCR GP (but not any other costs associated with such proceeding or any other issues involved therein); provided that the foregoing shall not apply with respect to, or otherwise restrict or limit or restrict in any matter, the exercise by the SCR GP or any of the SCR Unitholders of any rights or privileges provided for in Sections 6221-6234 of the Code and the Treasury Regulations thereunder or in the Vornado OP Partnership Agreement in connection with any examination of federal or state income tax matters related relates solely to SCR or Vornado OPsuch Covered Taxes.