Common use of Procedural Matters Clause in Contracts

Procedural Matters. (a) The Company (or its designee) shall, at the Company’s expense, represent Group LLC, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent the examination relates to a Group LLC Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes. (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLC, the Company or an affiliate.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to prepare and file such Indemnitee's personal income tax Returns (including any amended Returns) for all Covered Periods. The Indemnitee shall, if requested by the Company, pay to the Company the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns for any Indemnitee. (b) The Company (or its designee) shall, at the Company’s 's expense, represent Group LLCthe Partnership, each affiliate Affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s the Partnership's or affiliate’s Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s 's Returns for any Covered Period to the extent the examination relates to a Group LLC Partnership Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes. (bc) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been madeIndemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes.payments (cd) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s 's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Partnership Item for any Covered Period. (de) An Any Indemnitee will forfeit any right to receive any payments under this Tax Indemnification Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s the Partnership's or any Affiliate's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC the Partnership, the Company or the Companyany Affiliate, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c3(d) hereof. (ef) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Partnership Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLCthe Partnership, the Company or an affiliateAffiliate.

Procedural Matters. (a) The Company (or its designee) shall, at the Company’s expense, represent Group LLCTWPG, each affiliate Affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLCTWPG’s or affiliateAffiliate’s Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent the examination relates to a Group LLC TWPG Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes. (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC TWPG Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLCTWPG’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC TWPG or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c3(d) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC TWPG Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLCTWPG, the Company or an affiliateAffiliate.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to prepare and file such Indemnitee's personal income tax Returns (including any amended Returns) for all Covered Periods. The Indemnitee shall, if requested by the Company, pay to the Company the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns for any Indemnitee. (b) The Company (or its designee) shall, at the Company’s 's expense, represent Group LLCthe Partnership, each affiliate Affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s the Partnership's or affiliate’s Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s 's Returns for any Covered Period to the extent the examination relates to a Group LLC Partnership Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes. (bc) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been madeIndemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (cd) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s 's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Partnership Item for any Covered Period. (de) An Any Indemnitee will forfeit any right to receive any payments under this Tax Indemnification Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s the Partnership's or any Affiliate's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC the Partnership, the Company or the Companyany Affiliate, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c3(d) hereof. (ef) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Partnership Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLCthe Partnership, the Company or an affiliateAffiliate.

Procedural Matters. (a) The Company (a. Parent shall prepare and file all Tax returns, and any other returns, documents or its designee) shall, at statements required to be filed with respect to or on which is reflected the Company’s expense, represent determination of the Tax liability of the HomeFed Group LLC, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years andof the HomeFed Group (including taxable years ending prior to or including the date hereof). b. In its sole discretion, in Parent shall have the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period right to the extent the examination relates to a Group LLC Item make all decisions and elections with respect to which the Company is required all Tax returns described in Section 7(a) above and with respect to indemnify the Indemnitee. Each Indemnitee shall, all matters relating to the extent reasonably requestedTax liability of the HomeFed Group and Subsidiaries (with respect to any taxable year in which a Subsidiary was a member of the HomeFed Group), promptly cooperate with for all taxable years of the Company HomeFed Group thereof (including taxable years ending prior to or its designeeincluding the date hereof) including, without limitation, (1) the right to determine (i) the manner in which such matters returns, documents or statements shall be prepared and filed, including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (the manner in which any item of income, gain, loss, deduction or successor form) or similar form applicable for state, local or other Tax purposes. (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds credit shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returnsreported, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Companyamended returns shall be filed, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing whether any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so filing extensions may be requested by the Company, and (iv) fails the elections that will be made by any member, (2) the right to provide contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such returns, (3) the Company right to control any filing, prosecution, contest, compromise or its designee settlement of any claim for refund, including the right to determine whether any refunds, to which the HomeFed Group may be entitled, shall be paid by way of refund or credited against the Tax liability for the Affiliated Group. Such determination shall be binding and conclusive upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable the parties for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. c. Each Subsidiary hereby irrevocably appoints Parent as its agent and attorney-in-fact to take such action (eincluding the execution of documents) Each Indemnitee agrees as Parent may deem appropriate to promptly and timely file Returns which are required effect the foregoing. d. All expenses incurred by Parent resulting from actions described under this Section 7, to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted that such actions relate to a Subsidiary, shall be shared equally by law, each Indemnitee agrees to report any item on such Returns, Parent and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLC, the Company or an affiliateSubsidiary.

Procedural Matters. (a) The Company (1. New Xxxxx or its designee) shallHoldings, at the Company’s expense, represent Group LLC, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years and, in as the case may be, shall have the sole and exclusive responsibility for the preparation and filing of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns each Combined Tax Return for any Covered Period to the extent the examination relates to a Group LLC Item each Combined Tax with respect to which it is the common parent, including any amended returns and any other returns, documents or statements required to be filed with any Taxing Authority relating to such Combined Tax Return. All such Combined Tax Returns shall be filed by New Xxxxx or Holdings, as the case may be, on a timely basis, taking into account extensions of the due date for the filings of such returns. 2. The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which such Subsidiary is eligible to do so under the applicable Tax law, unless New Xxxxx or Holdings, as the case may be, shall request otherwise. 3. New Xxxxx or Holdings, as the case may be, shall (a) make all payments to the applicable Taxing Authority of all Combined Taxes that the relevant Combined Tax Group is required to indemnify pay, including estimated payments relating thereto and (b) have the Indemniteeright to exercise all powers of a common parent with respect to each Combined Tax Return or Combined Tax. 4. Each Indemnitee shallNew Xxxxx or Holdings, as the case may be, shall be the sole and exclusive agent of the Combined Tax Group of which it is the common parent and of each member of such group in respect of any and all matters relating to any Combined Tax of such group for all Combined Tax Return years. In its sole discretion, New Xxxxx or Holdings, as the extent reasonably requestedcase may be, promptly cooperate shall have the right with respect to each such Combined Tax Return (a) to determine (i) the Company (or its designee) manner in which such matters return shall be prepared and filed, including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (the manner in which any item of income, gain, loss, deduction or successor form) or similar form applicable for state, local or other Tax purposes. (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds credit shall be credited against reported and the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (adoption or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect change of any Group LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent method of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returnsaccounting, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Company, extensions may be requested and (iii) fails the elections that will be made by each member of the Combined Tax Group for which such Combined Tax Return is filed, (b) to cooperate fully with the Company contest, compromise or the Tax Matters Partner in pursuing settle any contest adjustment or other proceeding in respect deficiency proposed, asserted or assessed as a result of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf any audit of such Indemnitee, if so requested return by the Companyany Taxing Authority, (ivc) fails to provide file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refund to which such Combined Tax Group may be entitled shall be paid by way of refund or credited against the Combined Tax liability of such group. The Company hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably appoint New Xxxxx or Holdings, as the case may be, as its designee upon request with agent and attorney-in-fact to take such action (including the execution of documents) as New Xxxxx or Holdings, as the case may be, may deem appropriate to effect the foregoing. 5. The Company shall, and shall as appropriate cause each of its Subsidiaries that is a duly executed Internal Revenue Service Form 2848 member of a Combined Tax Group to, reimburse New Xxxxx or Holdings, as the case may be, for (a) any outside legal and accounting expenses incurred by New Xxxxx or successor form) Holdings or similar form applicable for state, local or other Tax purposes or (v) fails to notify in the Company course of the receipt conduct of any audit or contest regarding a Combined Tax liability of such group, (b) any other expenses incurred by New Xxxxx or Holdings in the course of any litigation relating thereto and (c) the cost of preparing any Combined Tax Return or otherwise administering this Agreement. 6. The Company shall, and shall cause each of its Subsidiaries that is a member of a refund of Taxes Combined Tax Group to, furnish to New Xxxxx or Holdings, as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filingscase may be, in a timely manner consistent such information, documents and other assistance, in each case as New Xxxxx or Holdings may reasonably request in connection with the positions taken filing of each Combined Tax Return with respect to such group or any audit or examination by Group LLC, any Taxing Authority or any judicial or administrative proceeding relating to a Combined Tax of such group or otherwise with respect to this Agreement and the Company or an affiliatetransactions contemplated hereby.

Procedural Matters. (a) The Company (or its designee) shallIndemnitor shall have the right to defend, through counsel reasonably satisfactory to the Indemnitee, at the Company’s Indemnitor's expense, represent Group LLCany action which may be brought in connection with all indemnifiable matters subject to this Article 9 (a "Third Party Action") by providing Indemnitee with written notice thereof within 30 calendar days of receiving the notice described in Section 9.3 hereof. The Indemnitor shall not, each affiliate and each however, without the prior written consent of the Indemnitee, (i) consent to the entry of any judgment against the Indemnitee, (ii) enter into any settlement or compromise of any action for other than monetary damages, or (iii) enter into any settlement or compromise of any action for monetary damages which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years anda release, in form and substance satisfactory to the case of an Indemnitee, from all liability in any examination respect of (or other proceeding relating to) such action. If the Indemnitee’s Returns for any Covered Period Indemnitee desires to the extent the examination relates to a Group LLC Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) participate in such matters includingdefense or settlement, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposesit may do so at its sole cost and expense. (b) To Notwithstanding Section 9.4(a), if the extent permitted Indemnitor elects not to defend the Indemnitee against such action whether by lawnot giving the Indemnitee timely notice as provided above or otherwise, then the Company Indemnitee shall have the right to defend, compromise and settle such action on such terms as the Indemnitee in its sole discretion may make all Tax payments required determine, without the prior consent of the Indemnitor, and the Indemnitor shall continue bound to be indemnify the Indemnitee, and shall remain fully liable for any such result or settlement made pursuant to by the Indemnitee, in accordance with the terms of this Agreement directly Article; provided, however, that any settlement or compromise of such action, as a condition precedent thereto, must include a release from the claimant or plaintiff to the relevant taxing authority on behalf of the Indemnitee Indemnitors in form and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly substance reasonably satisfactory to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund Indemnitor from all liability in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Item for any Covered Periodaction. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLC, the Company or an affiliate.

Procedural Matters. (a) To the extent permitted by law, any Indemnitee hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to prepare such Indemnitee's personal income tax Returns (including any amended Returns) for all Covered Periods and, provided such Returns are true and accurate in all material respects, file such Returns. The Indemnitee shall, if requested by the Company, pay to the Company the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns for any Indemnitee. (b) The Company (or its designee) shall, at the Company’s 's expense, represent Group the US LLC, each affiliate the UK LLP and each Indemnitee Affiliate in any examination of (or other proceeding relating to) Group a Return of the US LLC’s , UK LLP or affiliate’s Returns Affiliate for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s 's Returns for any Covered Period to the extent the examination relates to a Group LLC an Indemnifiable Item with respect to which the Company or Sub is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local local, UK, or other Tax purposes. (bc) To the extent permitted by law, the Company or Sub, as the case may be, may make all Tax payments in respect of Taxes required to be made by them pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify within the Indemnitee that such payments have been madeperiod prescribed by law. To the extent the Company or Sub, as the case may be, does not elect to make such Tax payments directly to the taxing authority, the Company or Sub, as the case may be, shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (cd) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company or Sub, as the case may be, and these refunds shall be credited against the Indemnitee’s 's obligation to make payments to the Company or Sub under Sections 2(b) )[, 2(d)] and 3(e) (or the gross amount shall be returned to the Indemnitee if the Indemnitee does not owe any amounts to the CompanyCompany or Sub, as the case may be). The Indemnitee shall notify the Company or Sub within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Indemnifiable Item for any Covered Period. (de) An Any Indemnitee will forfeit any right to receive any payments under this Tax Indemnification Agreement (and promptly refund to the Company or Sub, as the case may be, any amounts previously paid by the Company or Sub, as the case may be, to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group a Return of the US LLC’s Returns, UK LLP, or any Affiliate, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC the US LLC, UK LLP, any Affiliate, or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the CompanyCompany in accordance with Section 3 hereof, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local local, UK or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c3(d) hereofhereof that is material in amount. (ef) Each Subject to Section 3(a) hereof, each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Indemnifiable Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group the US LLC, the Company UK LLP, or an affiliateany Affiliate.

Procedural Matters. (a) The Company Parent shall prepare and file Consolidated Returns and any other returns, ruling or similar requests, documents or statements (or its designee"Returns") shall, at required to be filed with the Company’s expense, represent Group LLC, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent the examination relates to a Group LLC Item IRS with respect to the determination of the Tax liability of the Parent Consolidated Group for all Parent Taxable Periods. Parent shall have the sole right, in its reasonable discretion: (i) to determine (A) the manner in which the Company is required to indemnify the Indemnitee. Each Indemnitee shallsuch Returns shall be prepared and filed, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported; provided, however, that Parent shall consider in good faith any treatment proposed by providing any Subsidiary and (B) the elections that will be made pursuant to the Code on behalf of any member of the Parent Consolidated Group; (ii) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a duly executed Internal Revenue Service Form 2848 result of any audit of any such Returns at any stage in the Tax controversy process, including without limitation an audit, a protest to the Appeals Division of the IRS (or successor formsimilar state appellate authority), and litigation in Tax Court or any other court of competent jurisdiction; (iii) to file, prosecute, compromise or similar form applicable settle any claim for state, local refund; and (iv) to determine whether any refunds to which the Parent Consolidated Group may be entitled shall be paid by way of refund or other Tax purposescredited against the tax liability of the Parent Consolidated Group. (b) To On or before the extent permitted fifteenth day of the second month following the close of each taxable year, each Subsidiary shall deliver to Parent all information (including, without limitation, schedules, statements and supporting documentation) as Parent may reasonably request from time to time, with respect to such Subsidiary, for the preparation of the tax return of the Parent Consolidated Group for the preceding taxable year and thereafter update such information as more definitive information becomes available. All information provided by laweach Subsidiary pursuant to this paragraph shall correctly reflect the facts regarding the income, properties, operations and status of such Subsidiary and shall be prepared applying elections and methods of accounting that are consistent with those made or used by the Company may make all Tax payments required Parent Consolidated Group. If a Subsidiary fails to deliver the requested information by the above-specified date, Parent shall have the right, but not the obligation, to send its own personnel, at the Subsidiary's expense, to such Subsidiary to collect the requested information. If Parent should exercise such right, it shall not be made considered to have waived any of its rights pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does be entitled to exercise all of its rights as if it had not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxesso acted. (c) To Parent may review all work papers and procedures used by Subsidiaries to prepare the extent permitted by lawinformation submitted pursuant to paragraph (b) above, each Indemnitee shall direct the relevant taxing authority to pay and may adjust any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee item so submitted (i) takes to reflect correctly the facts regarding the income, properties, operations or status of any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) entity for which information was required to be submitted, or the Company on any examination or other proceeding in respect of Group LLC’s Returns, (ii) takes any position in any Return so as to cause such information to reflect properly elections or other Tax filing inconsistent with the position taken by Group LLC methods of accounting or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, consolidation adjustments in a manner consistent with those made or used by the positions taken by Group LLC, Parent Consolidated Group. Parent shall prepare the Company or an affiliate.consolidated federal income tax returns for the Parent Consolidated Group. Parent shall then compute the Separate Tax Liability for each Subsidiary. Parent shall notify each

Procedural Matters. (a) The Company (or its designee) shall, at the Company’s 's expense, represent Group ATC LLC, AA Inc., each affiliate Affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group ATC LLC’s 's, AA Inc.'s or affiliate’s Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s 's Returns for any Covered Period to the extent the examination relates to a Group an ATC LLC Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes. (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s 's obligation to make payments to the Company under Sections Section 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group ATC LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group ATC LLC’s 's or AA Inc.'s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC ATC LLC, AA Inc. or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group ATC LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group ATC LLC, AA Inc., the Company or an affiliateAffiliate.

Procedural Matters. (a) The Company Common Parent will be solely responsible for making any estimated or final payments to the I.R.S. in satisfaction of the federal income tax liability (or its designeeincluding additions to tax, penalties, and interest) shall, at of the Company’s expense, represent Group LLC, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns its Members for all taxable years and, in each Taxable Year of the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent the examination relates to a Group LLC Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposesGroup. (b) To The Common Parent will prepare and file, or will cause the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority independent public accountants that it regularly employs on behalf of the Indemnitee Group to prepare and shall promptly notify on its behalf file, the Indemnitee that such payments have been made. To Consolidated Return and any other returns, documents or statements required to be filed with the extent the Company does not elect to make such Tax payments directly I.R.S. which pertain to the taxing authoritydetermination of the Consolidated Tax Liability of the Group for each Taxable Year of the Group. In its sole and absolute discretion, the Company shall either make Common Parent will have the right with respect to any required payments Consolidated Return that it or such independent public accountants has filed or will file: (i) to determine (A) the Indemnitee manner in which such Consolidated Return, as well as any other documents or deliver statements incidental or related thereto, will be prepared and filed, including without limitation the manner in which any item of income, gain, loss, deduction, expense, or credit of any Member will be reported therein or thereon, (B) whether any extensions with respect to any such Consolidated Return will be requested, and (C) the Indemnitee elections that will be made in any such Consolidated Return by any Member; (ii) to contest, compromise, or settle any adjustment or deficiency proposed, asserted, or assessed as a check made out in result of any audit of such Consolidated Return by the amount I.R.S.; (iii) to file an amended Consolidated Return and to prosecute, compromise or settle any claim for refund set forth therein; and (iv) to determine whether any refunds to which the Group may be entitled will be paid by way of cash refund or credited against the Consolidated Tax Liability of the required payments payable Group for any Taxable Year or Taxable Years of the Group. Each Member hereby irrevocably appoints the Common Parent as its agent and attorney-in-fact to take any action (including the applicable taxing authority, in either case within thirty (30execution of documents) days of receiving notice that as the Indemnitee has paid Increased TaxesCommon Parent may deem appropriate to effect the foregoing. (c) To The Common Parent will prepare, or will cause the extent permitted by lawindependent public accountants that it regularly employs on behalf of the Group to prepare, on behalf of each Indemnitee shall direct Member any and all Corporation Applications for Tentative Refund (Form 1139), Amended U.S. Corporation Income Tax Returns (Form 112OX), or Claims for Refund (Form 843) that such Member is eligible to file with the relevant taxing authority I.R.S. with respect to any prior taxable year or taxable years of such Member. The Common Parent will deliver, or will cause such public accountants to deliver, to such Member any such completed Form as soon as practicable after such Form has been completed, and such Member will, within ten days of receiving such Form, sign such Form and file the same with the appropriate office of the I.R.S. If any such Member fails to file any such Form with the I.R.S. within such 10-day period, such Member will, as hereinafter provided, pay any refund in respect of Taxes for any Covered Period directly an amount equal to the Company and these refunds shall amount of interest that such Member would have received from the I.R.S. had such Member filed such Form with the I.R.S. within such 10-day period but which such Member fails to receive as a consequence of its delinquency in the filing of such Form; provided, however, that if any such delay in the filing of such Form causes the claim for refund of tax made by such Form to be credited against disallowed by the Indemnitee’s obligation to make payments I.R.S. on the ground that the period of limitations prescribed in Section 6511 of the Code for claiming such refund has expired as of the date such Form actually was filed with the I.R.S., such Member will, in lieu of making the above-described payment, pay as hereinafter provided an amount equal to the Company under Sections 2(bsum of (i) and 3(ethe amount of the refund of tax claimed on such Form, plus (ii) (or returned an amount equal to the Indemnitee if amount of interest that such Member would have received from the Indemnitee does not owe any amounts I.R.S. had the claim for refund of tax evidenced by such Form been allowed by the I.R.S. on the day before the date on which the period of limitations for claiming such refund expired. Any payment due pursuant to this Section 9(c) from a Member will be made in the Company). The Indemnitee shall notify the Company manner provided in Section 5(a) within thirty (30) ten days of the receipt date on which such Member receives written notice from the Common Parent that such Member is required to make a payment pursuant to this Section 9(c). Any amount payable pursuant to this Section 9(c) by a Former Member which, on the date on which any Form referred to in this Section 9(c) was delivered to such Former Member was a Member of the Group, will be paid by such Indemnitee of a refund of Taxes Former Member at the time and in respect of any Group LLC Item for any Covered Periodthe manner indicated above unless the Common Parent has agreed in writing prior to the date on which such payment would be due to release such Former Member from the obligations imposed on it under this Section 9(c). (d) An Indemnitee will forfeit Each Member which at any right time makes a determination pursuant to receive Section 2(a)(i) of its estimated Separate Return Tax Liability for any payments under this Agreement (and promptly refund Taxable Year will, immediately after making any such determination, send a copy of such determination to the Company any amounts previously paid by independent public accountants that the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns Common Parent regularly employs on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereofGroup. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLC, the Company or an affiliate.

Procedural Matters. (ai) The Company Any Notice of Claim shall set forth (A) a brief description of the nature of the potential or its designeeactual Adverse Consequences and (B) shall, at the Company’s expense, represent Group LLC, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent then feasible, the examination relates to a Group LLC Item with respect to which total dollar amount of the Company is required to indemnify the Indemnitee. Each Indemnitee shall, anticipated cost to the extent Indemnified Party of the Adverse Consequences (including any costs or expenses that have been or may be reasonably requestedincurred in connection therewith) (the “Indemnification Amount”). In addition, promptly cooperate if any I-trax Notice of Claim involves a claim under Section 9(b)(i), such I-trax Notice of Claim shall also set forth the means of recourse selected by I-trax in accordance with Section 9(f). Payment of the Company Indemnification Amount to the Indemnified Party as set forth in a Notice of Claim shall be made by the Indemnifying Party no later than the thirtieth (30th) day after the date of the Notice of Claim (or its designeesuch later date as the Indemnifying Party receives written notice of the Indemnification Amount), unless the provisions of subsection 9(j)(ii) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposesare applicable. (bii) To If the extent permitted Indemnifying Party (acting reasonably) shall object to the nature of a claim as being an indemnifiable claim and/or to any Adverse Consequence as to which a Notice of Claim is sent by lawthe Indemnified Party or to the Indemnification Amount in connection with such Adverse Consequences, the Company may make all Tax payments Indemnifying Party shall give written notice of such objection (“Objection Notice”) to the Indemnified Party within twenty (20) business days after receipt of the Notice of Claim. The Objection Notice shall specify in reasonable detail the reason for the objection. Upon such objection, the Parties shall attempt in good faith to resolve any disagreement, and any payment required to be made by any Party as a result of the mutual resolution of such disagreement shall be made within five (5) business days of such mutual resolution. If any such disagreement remains unresolved as of the tenth (10th) business day after receipt of Objection Notice, the dispute shall be determined by an independent third party (the “Neutral Party”) selected jointly by I-trax and the Member, and the decision of such Neutral Party shall, in the absence of manifest error, be final and binding on the Parties. If I-trax and the Member are unable to agree on the choice of a Neutral Party, they will select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). Upon resolution of the dispute by the Neutral Party, any payment deemed to be required to be made by any Party pursuant to the Neutral Party’s determination shall be made no later than the fifth (5th) business day after such determination is rendered. In the event I­trax and the Member submit any unresolved disputes to a Neutral Party for resolution as provided this Agreement directly to Section 9(j), I-trax and the relevant taxing authority on behalf Member will share responsibility for the fees and expenses of the Indemnitee and shall promptly notify Neutral Party as follows: (A) If the Indemnitee that such payments have been made. To Neutral Party resolves all of the extent the Company does not elect to make such Tax payments directly to the taxing authoritydisputes in favor of I-trax, the Company shall either make any required payments to Member will be responsible for all of the Indemnitee or deliver to fees and expenses of the Indemnitee Neutral Party; (B) If the Neutral Party resolves all of the disputes in favor of the Member, I-trax will be responsible for all of the fees and expenses of the Neutral Party; and (C) If the Neutral Party resolves some of the disputes in favor of I­trax and the rest of the disputes in favor of the Member, I-trax will be responsible for a check made out in the proportionate amount of the required payments payable fees and expenses of the Neutral Party based on the dollar amount of the dispute resolved against I-trax compared to the applicable taxing authority, in either case within thirty (30) days total dollar amount of receiving notice that all disputes submitted to the Indemnitee has paid Increased TaxesNeutral Party and the Member shall be responsible for a proportionate amount of the fees and expenses of the Neutral Party based on the dollar amount of the disputes resolved against the Member compared to the total dollar amount of all disputes submitted to the Neutral Party. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Company, (iii) fails Each Indemnified Party shall take commercially reasonable actions to mitigate Adverse Consequences, including pursuing insurance claims and Third Party Claims, and shall reasonably consult and cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request each Indemnifying Party with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filingsview towards mitigating Losses, in a manner consistent connection with the positions taken by Group LLC, the Company or claims for which an affiliateIndemnified Party seeks indemnification hereunder.

Procedural Matters. (a) The Company (or its designee) shall, at the Company’s 's expense, represent Group LLCHolding, each affiliate and each Indemnitee in any examination of (or other proceeding relating to) Group LLC’s Holding's or affiliate’s 's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s 's Returns for any Covered Period to the extent the examination relates to a Group LLC Holding Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes. (b) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee and shall promptly notify the Indemnitee that such payments have been made. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s 's obligation to make payments to the Company under Sections 2(b) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Holding Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) of Holding or of the Company on any examination or other proceeding in respect of Group LLC’s Holding's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC Holding or the Company, (iii) fails to cooperate fully with the Company Company, Holding or the Tax Matters Partner Partner, in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Holding Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with the positions taken by Group LLCHolding, the Company or an affiliate.

Procedural Matters. (a) The Company (or its designee) shallTo obtain indemnification under this Agreement, Indemnitee shall submit to CEO a written request for indemnification at the Company’s expense, represent Group LLC, each affiliate and each such time as determined by Indemnitee in any examination of (or other proceeding relating to) Group LLC’s or affiliate’s Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee’s Returns for any Covered Period to the extent the examination relates to a Group LLC Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposessole discretion. (b) To Upon written request by Indemnitee for indemnification pursuant to this Agreement, a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (i) upon Indemnitee’s request, by Independent Counsel selected by the Company in a written opinion to the board of directors of the Company, a copy of which shall be delivered to Indemnitee; or (ii) if no such request is made by Indemnitee for a determination by Independent Counsel, (A) by a majority vote of a quorum of the Disinterested Directors; or (B) if a quorum of Disinterested Directors is not obtainable or, even if obtainable, if a majority of such quorum of Disinterested Directors so directs, by Independent Counsel selected (x) if a quorum of Disinterested Directors is obtainable, by a majority vote of a quorum of Disinterested Directors or (y) if a quorum of Disinterested Directors is not obtainable, by the board of directors of the Company, in each case in a written opinion to the board of directors of the Company, a copy of which shall be delivered to Indemnitee; or (C) if a majority of a quorum of Disinterested Directors so directs, by the stockholders of the Company. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) calendar days after such determination. (c) If the person, persons or entity empowered or selected to determine Indemnitee’s entitlement to indemnification has not made a determination within sixty (60) calendar days after receipt by the Company of the request by Indemnitee for indemnification, the requisite determination of entitlement to indemnification will be deemed to have been made, and Indemnitee, to the fullest extent not prohibited by law, shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact by Indemnitee necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification; or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such sixty (60) calendar day period may be extended for a reasonable time, not to exceed an additional thirty (30) calendar days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating to such determination. (d) The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or a basis for which indemnification has been denied. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (e) If (i) a determination is made pursuant to this Agreement that Indemnitee is not entitled to indemnification under this Agreement or (ii) there has been any failure by the Company to make timely payment or advancement of any amounts due hereunder, Indemnitee may petition the Court of Chancery of the State of Delaware to adjudicate Indemnitee’s entitlement to such indemnification or advancements due hereunder. The Company will pay any and all Expenses reasonably incurred by or on behalf of Indemnitee in connection with the investigation and resolution of such issues. If determination is made pursuant to this Agreement that Indemnitee is entitled to indemnification under this Agreement, then the Company shall be bound by such determination, including in any Proceeding. (f) The parties intend and agree that, to the extent permitted by law, in connection with any determination with respect to entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Company may make all Tax payments required or any other person or entity challenging such right will have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption; (ii) the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be made pursuant to this Agreement directly in or not opposed to the relevant taxing authority on behalf best interests of the applicable Company Entity, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee and shall promptly notify will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the applicable Company Entity, including financial statements, or on information supplied to Indemnitee that such payments have been made. To by the extent officers, employees, or committees of the board of directors of the applicable Company does not elect to make such Tax payments directly to Entity, or on the taxing authority, advice of legal counsel for the applicable Company shall either make any required payments to the Entity or for Indemnitee or deliver to the Indemnitee a check on information or records given in reports made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (c) To the extent permitted Company Entity by law, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be credited against the Indemnitee’s obligation to make payments to the Company under Sections 2(b) and 3(e) (an independent certified public accountant or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any Group LLC Item for any Covered Period. (d) An Indemnitee will forfeit any right to receive any payments under this Agreement (and promptly refund to the Company any amounts previously paid an appraiser or other expert or advisor selected by the applicable Company to, Entity or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of Group LLC’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by Group LLC or the Company, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, ; and (iv) fails the knowledge and/or actions, or failure to provide act, of any director, officer, agent or employee of any of the Company Entities or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails relevant enterprises will not be imputed to notify the Company of the receipt of a refund of Taxes as required by Section 3(c) hereof. (e) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Group LLC Item, and to timely pay the Taxes shown as due on such Returns. To the extent permitted by law, each Indemnitee agrees to report any item on such Returns, and to take positions in any other Tax filings, in a manner consistent with that limits or otherwise adversely affects Indemnitee’s rights hereunder. The provisions of this clause (f) shall not be deemed to be exclusive or to limit in any way the positions taken by Group LLC, other circumstances in which Indemnitee may be deemed to have met the Company or an affiliateapplicable standard of conduct set forth in this Agreement.