Common use of Controversies Clause in Contracts

Controversies. (a) Seller, or the Seller’s Representative, at its sole expense, shall have the authority to represent the interests of GTN LLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. Purchaser shall notify Seller in writing regarding, and within fifteen (a15) Sellerdays of, the receipt by Purchaser or the Seller’s Representative, at any of its sole expense, shall have the authority to represent the interests Affiliates of GTN LLC with respect to notice of any inquiries, claims, assessments, audits or similar events with respect to Seller Taxes (eachany such inquiry, claim, assessment, audit or similar event, a “Tax Matter”) relating to any period ending on or prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter); provided, however, that neither the failure of Purchaser to provide such timely notice to Seller nor any shall not relieve Seller of its Affiliates indemnification obligations pursuant to this Agreement, except if, and only to the extent that, such failure adversely affects Seller’s ability to contest such Tax Matter. Seller, at its sole expense, will have the authority to control the resolution of any Tax Matter before any Taxing Authority to the extent that such Tax Matter relates to items with respect to which Seller is obligated to indemnify Purchaser hereunder; provided, however, that Seller shall not enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of BuyerPurchaser, which consent shall will not be unreasonably withheld, conditioned withheld or delayed; provided, further, that Purchaser or its designee shall be entitled to participate in any such defense with separate counsel at the expense of Seller (to the extent that such expense is reasonable) if so requested by Seller or if, in the reasonable opinion of counsel to Purchaser, a conflict or potential conflict exists between Seller and Purchaser that would make such separate representation advisable. In all other cases, Purchaser shall be entitled to participate in any such defense at its own expense. The withholding of Purchaser’s consent to a settlement or other compromise shall be deemed reasonable if such settlement or other compromise could reasonably be expected to have an adverse impact on Purchaser or any of its Affiliates in any Straddle Period or any period beginning after the Closing Date. Seller or the Seller’s representative shall will keep Buyer Purchaser fully and timely informed with respect to the commencement, status status, and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsMatter. Seller shallwill, in good faith, allow Buyer, at Purchaser and its sole expense, counsel to make comments to Seller or Seller’s representative, consult with it regarding the conduct of or positions taken in any such proceeding and proceeding. Where consent is properly withheld by Purchaser pursuant to participate in such proceedingthis Section 5.7(d), Purchaser may continue or initiate any further proceedings at its own expense.

Controversies. Purchaser shall promptly notify Seller upon receipt by Purchaser or any Affiliate of Purchaser (aincluding the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending prior to or ending on and including the Closing Date for which Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "Tax Matter"). Seller, or the Seller’s Representative, at its sole expense, shall have the authority to represent the interests of GTN LLC the Company with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date Matter before the U.S. Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency Governmental or authority Regulatory Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter; provided, however, provided that neither Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Purchaser, GTN LLC the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Seller or the Seller’s representative shall keep Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsMatter. Seller shall, in good faith, allow Buyer, at its sole expense, Purchaser to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. (a) SellerExcept with respect to matters relating to the Sales Tax Indemnity, the Purchaser shall promptly notify the Sellers’ Representative upon receipt by the Purchaser or any Affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Except with respect to matters relating to the Sales Tax Indemnity, the Sellers’ Representative, or the Seller’s its Representative, at its the Sellers’ sole expense, shall have the authority to represent the interests of GTN LLC the Company with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date Matter before the U.S. Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court other Governmental Entity and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter; provided, howeverthat (i) the Purchaser, that at its own expense, shall be allowed to participate in such Tax Matters and (ii) neither the Sellers’ Representative, any Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)the Purchaser, GTN LLC the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyerthe Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller The Sellers’ Representative, the Sellers or the Seller’s representative their Representative shall keep Buyer the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsMatter. Seller The Sellers’ Representative shall, in good faith, allow Buyer, at its sole expense, the Purchaser to make comments to Seller the Sellers’ Representative, the Sellers or Seller’s representativetheir Representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. (a) Seller, or the Seller’s Representative, at its sole expense, shall have the authority to represent the interests of GTN Bison LLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN Bison LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. (a) Purchaser shall promptly notify Seller upon receipt by Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Company or Seller may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Seller, or the Seller’s its Representative, at its Seller’s sole expense, shall have the authority to represent the interests of GTN LLC the Company with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date Matter before the U.S. Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court other Governmental Entity and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter; provided, however, that neither Seller nor any of and its Affiliates shall not enter into any settlement of or otherwise compromise any Tax Matter relating to non-Income Taxes that adversely affects or may adversely affect the Tax liability of Buyer (Purchaser or its direct or indirect partners), GTN LLC the Company or any Affiliate of the foregoing their respective Subsidiaries or Affiliates for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative shall keep Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsrelating to non-Income Taxes. Seller shall, in good faith, allow Buyer, at its sole expense, Purchaser to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and relating to participate in such proceedingnon-Income Taxes.

Controversies. Buyer shall cause the Company to notify Sellers’ Representative in writing within ten (a10) Seller, days of the receipt by Buyer or the Seller’s RepresentativeCompany of any notice of any inquiries, at its sole expenseassessments, shall have the authority to represent the interests of GTN LLC Proceedings or similar events received from any Taxing Authority with respect to Taxes of the Company for a Pre-Closing Tax Period which Sellers or Holdco may be responsible for payment, directly or indirectly (any inquiriessuch inquiry, claimsassessment, assessmentsProceeding, audits litigation, audit or similar events (eachevent, a “Tax Matter”) relating ). Sellers’ Representative may, at his own expense, participate in and, upon written notice to Bxxxx, assume the defense of any such Tax Matter. If Sellers’ Representative assumes such defense, Sellers’ Representative shall have the authority, with respect to a Tax Matter related solely to any taxable period ending on or prior to before the Closing Date (a “Seller Tax Contest”), to represent the interests of the Company before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall have the sole right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Seller Tax Matter; provided. Buyer shall have the right (but not the duty) to participate in the defense of such Seller Tax Matter that Sellers’ Representative is defending and to employ counsel, howeverat its own expense, that neither Seller nor any of its Affiliates separate from the counsel employed by Sellers’ Representative. Sellers’ Representative shall not enter into any settlement of of, or otherwise compromise compromise, any such Seller Tax Matter that adversely affects or may to the extent the resolution of such Seller Tax Matter could reasonably be expected to adversely affect the Tax liability of Buyer (or its direct or indirect partners)Buyer, GTN LLC the Company or any Affiliate of the foregoing for any period ending after the a Post-Closing Date, including the portion of the Overlap Tax Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative Sellers’ Representative shall keep Buyer fully and timely informed with respect to the commencement, status status, and nature of any such Seller Tax Matter Matter, and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shallwill, in good faith, allow Buyer, at its sole expense, Buyer to make comments to Seller or Seller’s representative, consult with him regarding the conduct of or positions taken in any such proceeding Proceeding. With respect to all other Tax Matters or if Sellers’ Representative does not assume the defense of a Seller Tax Matter, Buyer shall keep Sellers’ Representative informed of the progress of such Tax Matter from time to time and shall consult with Sellers’ Representative with respect to such Tax Matter. Sellers’ Representative shall have the right (but not the duty) to participate in the defense of such proceeding.Tax Matter that Buyer or the Company is defending and to employ counsel, at his own expense, separate from counsel employed by Buyer or the Company. Neither Buyer nor the Company shall have the right to settle (or to consent to the settlement or compromise of) such Tax Matter without the prior written consent of Sellers’ Representative if such settlement or compromise would cause Sellers or Holdco to be liable for actual payment of any part of the settlement amount to be paid with respect to such Tax Matter or increase Sellers’ or Holdco’s liability for Taxes under this Article 9. In the event of any conflict between this Section 9.3 and Section 10.4, this Section 9.3 shall control

Controversies. (ai) Seller, Purchaser shall notify Seller in writing within 30 days of the receipt by Purchaser or any Affiliate of Purchaser (including Company or any Subsidiary after the Seller’s Representative, at its sole expense, shall have the authority to represent the interests Closing Date) of GTN LLC with respect to written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Period for which Seller may be liable under Section 5.7(c)(i) (eachany such inquiry, claim, assessment, audit or similar event, a “Tax Matter”) ). For Tax Matters relating solely to any a taxable period ending that ends on or prior to before the Closing Date for which Seller acknowledges in writing its liability under Section 5.7(c)(i), Seller, at its own expense, shall have the exclusive authority to represent the interests of Company or any Subsidiary with respect to any such Tax Matter before the U.S. Internal Revenue Service, IRS or any other taxing authority, any other governmental agency Tax authority or Government Entity or authority or any court and shall have the sole right to control extend or waive the defense, compromise or other resolution statute of any limitations with respect to such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes settling audits or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matterlawsuits; provided, however, that neither Seller nor any of its Affiliates shall not enter into any settlement of or otherwise compromise any such Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Purchaser, GTN LLC Company or any Affiliate of the foregoing Subsidiary for any period ending after the Post-Closing DatePeriod, including the portion of the Overlap Period that is after the Closing Dateany Straddle Period, without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative shall keep Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsMatter. Seller shall, in good faith, allow Buyer, at its sole expense, Purchaser or Purchaser's counsel to make comments to Seller or Seller’s representative, consult with it regarding the conduct of or positions taken in any such proceeding proceeding. For Tax Matters relating to Straddle Periods, each of Seller and to participate Purchaser may participate, at its own expense, in representing the interests of Company or any Subsidiary; provided that the representation shall be controlled by Purchaser; provided, further, that Purchaser shall not enter into any settlement of, or otherwise compromise, any such proceedingTax Matter that adversely affects or may adversely affect the Tax liability of Seller, Company or any Subsidiary for any Pre- Closing Period, including any Straddle Period, without the prior written consent of Seller, which consent shall not be unreasonably withheld.

Controversies. (a) Purchaser shall promptly notify Seller upon receipt by Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Period for which Seller may reasonably be expected to be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event with respect to a taxable period ending on or prior to the Closing Date, a “Tax Matter”). Seller, or the at Seller’s Representative, at its sole cost and expense, shall have the authority to represent the interests of GTN LLC the Company with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date Matter before the U.S. Internal Revenue ServiceIRS, any other taxing authority, any other governmental agency or authority or any court other Governmental Entity and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Tax Matter; provided, however, that neither Seller nor any of its Seller’s Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Purchaser, GTN LLC the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser. Seller or the Seller’s representative shall keep Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsMatter. Seller shall, in good faith, allow Buyer, at its sole expense, Purchaser to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. (a) Seller, Purchaser shall promptly forward to Seller all notifications and other communications from any taxing authority relating to any Tax audit or other proceeding relating to the Seller’s Representative, at its sole expense, shall have the authority to represent the interests Tax liability of GTN LLC Seller with respect to any inquiries, claims, assessments, audits the Purchased Assets (with respect to a taxable year or similar events period (each, a “Tax Matter”or portion thereof) relating to any period ending on or prior to the Closing Date before Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the U.S. Internal Revenue Service, extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any other governmental agency or authority or any court and shall have the sole right to control the defenseclaim for refund, compromise or other resolution of amend any Tax MatterReturn, including responding to inquiries, filing Tax Returns resolve and contesting, defending defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes of, of or relating toto any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax MatterReturn, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing Date; provided, however, that neither Seller Purchaser nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Dateduly authorized representatives shall, without the prior written consent of BuyerSeller, which consent shall not unreasonably be unreasonably withheld, conditioned enter into any settlement of any contest or delayed. otherwise compromise any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or the Seller’s representative shall keep Buyer fully and timely informed with respect period (or portion thereof) ending on or prior to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceedingClosing Date.

Controversies. (a) Seller, Buyer shall timely forward to Seller all written notifications and other communications that Buyer receives from any taxing authority relating to any Tax audit or other proceeding relating to the Seller’s Representative, at its sole expense, shall have the authority to represent the interests Tax liability of GTN LLC Seller with respect to any inquiries, claims, assessments, audits the Purchased Assets (with respect to a taxable year or similar events period (each, a “Tax Matter”or portion thereof) relating to any period ending on or prior to the Closing Date before Date). The failure of Buyer to give Seller such written notice shall excuse Seller from its obligations under Section 10.2 with respect to any increased Tax liability directly attributable to any such notification or other communication if the U.S. Internal Revenue Service, failure to provide such written notice adversely affects the ability of Seller to timely contest any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any other governmental agency or authority or claim for refund, amend any court Return, and shall have the sole right to control the defensecontest, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns resolve and contesting, defending defend against and resolving any assessment for additional Taxes or Taxes, notice of Tax deficiency or other adjustment of Taxes ofof or relating to any liability of Seller for all Pre-Closing Periods, and Seller shall be entitled to any Tax refund relating to any such taxable period; provided, however, that Seller shall not settle or compromise any issue relating to Assumed Taxes without Buyer's consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Buyer shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to, such Tax Matterto any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Division or the Business for all taxable periods after the Closing Date; provided, however, that neither Seller Buyer nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Dateduly appointed representatives shall, without the prior written consent of Buyer, Seller which consent shall not be unreasonably withheld, conditioned or delayed. , enter into any settlement of any contest or otherwise compromise any issue that materially affects or may materially affect the Tax liability of Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect any of its Affiliates for any taxable year or period (or portion thereof) ending on or prior to the commencement, status and nature Closing Date or require payment by Seller of any Tax Matter and amount under Section 10.2 unless Buyer shall provide Buyer with a copy of all correspondence, notices and filings received have waived or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, caused to make comments be waived for itself any right to Seller or Seller’s representative, regarding the conduct of or positions taken in indemnification for any such proceeding and to participate in such proceedingamounts from Seller.

Controversies. (a) SellerBuyer shall notify the Sellers' Representative upon receipt by Buyer or any Affiliate of Buyer of any notice of any inquiries, assessments, Proceedings or similar events received from any Governmental Authority with respect to Taxes of the Company for which Sellers would be required to indemnify Buyer, the Company, or the Seller’s Representativeany of their Affiliates pursuant to Section 11.1 (any such inquiry, assessment, Proceeding or similar event, a "Tax Matter"). The Sellers' Representative may, at its sole expensethe expense of Sellers, shall participate in any Tax Matter and, upon notice to Buyer, assume the defense of any Tax Matter, other than a Straddle Period Tax Matter. If the Sellers' Representative assumes such defense, the Sellers' Representative will have the authority authority, with respect to any Tax Matter, to represent the interests of GTN LLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) relating to any period ending on or prior to the Closing Date Company before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Governmental Authority and shall will have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, howeverat its own expense, that neither Seller nor any of its Affiliates shall separate from the counsel employed by the Sellers' Representative. The Sellers' Representative must not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Buyer, GTN LLC the Company, or any Affiliate of the foregoing for any Tax period ending beginning after the Closing Date, including the portion of the Overlap Date ("Post-Closing Tax Period") or a Post-Closing Straddle Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative shall The Sellers' Representative must keep Buyer fully and timely informed with respect to the commencement, status status, and nature of any such Tax Matter Matter, and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shallwill, in good faith, allow Buyer, at its sole expense, Buyer to make comments to Seller or Seller’s representative, consult with it regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. Notwithstanding Section 9.6(c), this Section 10.4 shall control any inquiries, assessments, proceedings or similar events with respect to Taxes. Buyer shall promptly notify Seller: (a) Sellerupon receipt by Buyer or any Affiliate of Buyer of any notice of any inquiries, assessments, proceedings or similar events received from, or the Seller’s Representativeon behalf of, at its sole expense, shall have the authority to represent the interests of GTN LLC any Taxing Authority with respect to Taxes of the Company for which Seller may be required to reimburse any inquiries, claims, assessments, audits Buyer Indemnitee pursuant to this Agreement; or similar events (eachb) prior to Buyer or any Affiliate of Buyer making any voluntary contact with any Taxing Authority relating to a failure of the Company to file a Tax Return or pay Taxes for any Pre-Closing Tax Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) relating will not affect Buyer’s right to any period ending on or prior indemnification under this Agreement except to the Closing Date before extent that Seller’s defense of such Tax Matter is prejudiced by such failure. Seller may participate in and, if such Tax Matter relates solely to a Tax for which Seller may be liable and upon notice to Buyer within 30 days of receipt of Buyer’s original notice, assume the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and defense of such Tax Matter. If Seller assumes such defense: (i) Seller shall have the sole authority, with respect to such Tax Matter, to represent, at its own expense, the interests of the Company before the relevant Taxing Authority and Seller shall have the right to control the defense, compromise or other resolution of any such Tax MatterMatter subject to the limitations contained herein, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided(ii) Buyer shall have the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, howeversolely at its own expense, that neither separate from the counsel employed by Seller; (iii) Seller nor any of its Affiliates shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it materially adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Buyer, GTN LLC the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or ; and (iv) Seller, if it has assumed the Seller’s representative defense, shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter Matter, and shall provide will reasonably cooperate with Buyer and consult with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, it regarding the conduct of or positions taken in any such proceeding and proceeding. If Seller does not assume the defense of any Tax Matter, or if any Tax Matter does not relate solely to a Tax for which Seller may be liable, then: (A) Buyer shall not enter into any settlement or otherwise compromise such Tax Matter to the extent it adversely affects the Tax liability of Seller without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; (B) Seller shall have the right (but not the duty) to participate in the defense of such proceedingTax Matter and to employ counsel, solely at its own expense, separate from counsel employed by Buyer, and (C) Buyer shall keep Seller informed with respect to the commencement, status and nature of such Tax Matter, and will reasonably cooperate with Seller and consult with it regarding the conduct of or positions taken in such Tax Matter.

Controversies. (a) Buyer shall notify Seller within ten (10) Business Days of receipt by Buyer or any Affiliate of Buyer (including NBLLC after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes for which Seller is or may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). Seller, or the Seller’s Representativerepresentative, at its sole expense, shall have the authority to represent the interests of GTN LLC NBLLC with respect to any inquiries, claims, assessments, audits or similar events (each, a “Tax Matter”) Matter relating to any period ending on or prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any such Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Buyer, GTN LLC NBLLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Date, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, at its sole expense, to make comments to Seller or Seller’s representative, representative regarding the conduct of or positions taken in any such proceeding and to participate in such proceeding.

Controversies. (a) Seller, Buyer shall notify the Sellers of the receipt by Buyer or the Seller’s Representative, at its sole expense, shall have the authority to represent the interests Company of GTN LLC written notice of any Proceedings from any Taxing Authority with respect to Taxes of the Company for which the Sellers would be required to indemnify any inquiries, claims, assessments, audits or similar events Buyer Indemnified Party pursuant to this Agreement (eachany such Proceeding, a “Tax Matter”) ). The Sellers may, at their own expense, participate in and, upon notice to Buyer, assume the defense of any such Tax Matter relating solely to any a Tax period ending on or prior to before the Closing Date (but not a Straddle Period, which is governed by Section 8.5(b)). If the Sellers assume such defense, the Sellers shall have the authority, with respect to such Tax Matter, to represent the interests of the Company before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court relevant Taxing Authority and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; providedMatter subject to the limitations contained herein. Buyer has the right (but not the duty) to participate in the defense of such Tax Matter and to employ counsel, howeverat its own expense, that neither Seller nor any of its Affiliates separate from the counsel employed by the Sellers. The Sellers shall not enter into any settlement of or otherwise compromise any such Tax Matter to the extent that it adversely affects or may adversely affect the Tax liability Liability of Buyer (or its direct or indirect partners)Buyer, GTN LLC the Company or any Affiliate of either of the foregoing for any period ending after the Post-Closing DateTax Period, including the portion of the Overlap Period that is after the Closing Dateany Straddle Period, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative The Sellers shall keep Buyer fully and timely informed with respect to the commencement, status and nature of any such Tax Matter Matter, and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shallwill, in good faith, allow Buyer or Buyer, at its sole expense, ’ counsel to make comments to Seller or Seller’s representative, consult with the Sellers regarding the conduct of or positions taken in any such proceeding Proceeding and to participate in such proceedingbe present at any meetings or Proceedings with the relevant Taxing Authority.

Controversies. (a) Purchaser shall promptly notify Seller upon receipt by Purchaser or any Affiliate of Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events relating to Taxes (any such inquiry, claim, assessment, audit, examination, or similar event, a “Tax Matter”) with respect to the Company or its income, assets or operations for which Seller would be liable under this Agreement. Seller, or the at Seller’s Representative, at its sole cost and expense, shall have the authority to represent the interests of GTN LLC the Company with respect to any inquiriesTax Matter relating to Taxes of the Company or with respect to its income, claimsassets, assessments, audits or similar events operations for any taxable year or other taxable period that ends on or before the Closing Date (eachany such Tax Matter, a “Pre-Closing Tax Matter”) relating to any period ending on or prior to the Closing Date before the U.S. Internal Revenue ServiceIRS, any other taxing authority, Taxing Authority or any other governmental agency or authority or any court Governmental Entity, and shall have the sole right to control the defense, compromise or other resolution of any Pre-Closing Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such a Pre-Closing Tax Matter; provided, however, that neither Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Pre-Closing Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners)Purchaser, GTN LLC the Company or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is begins on the day after the Closing Date, without the prior written consent of BuyerPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Seller or the Seller’s representative shall keep Buyer Purchaser fully and timely informed with respect to the commencement, status and nature of any Pre-Closing Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedingsMatter. Seller shall, in good faith, allow BuyerPurchaser, at its Purchaser’s sole cost and expense, to make comments to Seller or Seller’s representative, regarding the conduct of or positions taken in any such proceeding and to participate in such proceedingPre-Closing Tax Matter.

Controversies. (a) Seller, or Times Mirror shall have the Seller’s Representativeright, at its sole own expense, to control any audit or examination by any taxing authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any as- sessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any Pre-Closing Tax Period or any period preceding a Pre-Closing Tax Period with respect to TMHE and the TMHE Subsidiaries and any and all Taxes of Mosby and the TMIP Entities. McGraw-Hill shall have the authority right, at its own expense, to represent control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to TMHE and/or the interests of GTN LLC TMHE Subsidiaries; provided that, with respect to any inquiriesstate and local or foreign Taxes for any Straddle Period, claimsMcGraw-Hill shall consult with Times Mirror with respect to the resolution of any issue that would affect Times Mirror, assessmentsand not settle any such issue, audits or similar events (each, a “Tax Matter”) file any amended return relating to any period ending on or prior to the Closing Date before the U.S. Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter; provided, however, that neither Seller nor any of its Affiliates shall enter into any settlement of or otherwise compromise any Tax Matter that adversely affects or may adversely affect the Tax liability of Buyer (or its direct or indirect partners), GTN LLC or any Affiliate of the foregoing for any period ending after the Closing Date, including the portion of the Overlap Period that is after the Closing Dateissue, without the prior written consent of BuyerTimes Mirror, which consent shall not unreasonably be unreasonably withheld. Where consent to a settlement is withheld by the other party pursuant to this Section 12.06, conditioned such other party may continue or delayed. Seller or the Seller’s representative shall keep Buyer fully and timely informed with respect to the commencement, status and nature of initiate any Tax Matter and shall provide Buyer with a copy of all correspondence, notices and filings received or sent by Seller in connection with such proceedings. Seller shall, in good faith, allow Buyer, further proceedings at its sole expenseown ex- pense, provided that the liability of the first party, after giving effect to make comments this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return. Times Mirror shall furnish McGraw-Hill, TMHE and the TMHE Sub- sidiaries with its cooperation in a manner comparable to Seller or Seller’s representative, regarding that described in Section 12.04 hereof to effect the conduct purposes of or positions taken in any such proceeding and to participate in such proceedingthis Section 12.06.