Common use of Procedural Matters Clause in Contracts

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 expense, represent the US LLC, the UK LLP and each Affiliate in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP or Affiliate 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 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, UK, or other Tax purposes. (c) To the extent permitted by law, the Company or Sub, as the case may be, may make all 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 within the period 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. (d) 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 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 Company 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 Indemnifiable Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, or any Affiliate, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by 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 Company 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, 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(d) hereof that is material in amount. (f) 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 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 the US LLC, UK LLP, or any Affiliate.

Procedural Matters. (a) To the extent permitted by lawAny Indemnitee who was a Schedule II Limited Partner on January 1, any Indemnitee 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 and, provided such Returns are true and accurate in all material respects, file such ReturnsPeriods. 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 expense, represent the US LLCPartnership, the UK LLP each Affiliate and each Affiliate Indemnitee in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP Partnership's or Affiliate 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 an Indemnifiable a Partnership 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, UK, local or other Tax purposes. (c) 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 within the period prescribed by lawIndemnitee. 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.payments (d) 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 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 Company or Sub, as the case may beCompany). 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 Indemnifiable Partnership Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, Partnership's or any Affiliate's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the US LLCPartnership, UK LLP, the Company or 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 Company in accordance with Section 3 hereofCompany, (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, UK 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(d) hereof that is material in amounthereof. (f) Subject to Section 3(a) hereof, each Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 the US LLCPartnership, UK LLP, the Company or any an Affiliate.

Procedural Matters. (a) To The Common Parent will be solely responsible for making any estimated or final payments to the extent permitted by law, any Indemnitee hereby agrees to permit I.R.S. in satisfaction of the Company's internal tax department (or, if the Company elects, the Company's designee) to prepare such Indemnitee's personal federal income tax Returns liability (including any amended Returns) for all Covered Periods andadditions to tax, provided such Returns are true penalties, 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 costsinterest) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns Group and each of its Members for any Indemniteeeach Taxable Year of the Group. (b) The Company (Common Parent will prepare and file, or will cause the independent public accountants that it regularly employs on behalf of the Group to prepare and on its designee) shall, at the Company's expense, represent the US LLCbehalf file, the UK LLP Consolidated Return and each Affiliate in any examination of (other returns, documents or other proceeding relating to) a Return statements required to be filed with the I.R.S. which pertain to the determination of the US LLCConsolidated Tax Liability of the Group for each Taxable Year of the Group. In its sole and absolute discretion, UK LLP or Affiliate for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) Common Parent will have the Indemnitee's Returns for any Covered Period to the extent the examination relates to an Indemnifiable Item right with respect to any Consolidated Return that it or such independent public accountants has filed or will file: (i) to determine (A) the manner in which such Consolidated Return, as well as any other documents or 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 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 result of any audit of such Consolidated Return by the 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 Company Group may be entitled will be paid by way of cash refund or Sub is required to indemnify credited against the IndemniteeConsolidated Tax Liability of the Group for any Taxable Year or Taxable Years of the Group. Each Indemnitee shall, Member hereby irrevocably appoints the Common Parent as its agent and attorney-in-fact to take any action (including the extent reasonably requested, promptly cooperate with execution of documents) as 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, UK, or other Tax purposesCommon Parent may deem appropriate to effect the foregoing. (c) To The Common Parent will prepare, or will cause the extent permitted by law, the Company or Sub, as the case may be, may make all payments in respect of Taxes required to be made by them 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, on behalf of each 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 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 an amount equal to the 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 disallowed by the I.R.S. on the ground that the period of limitations prescribed by law. To in Section 6511 of the extent Code for claiming such refund has expired as of the Company or Subdate such Form actually was filed with the I.R.S., such Member will, in lieu of making the above-described payment, pay as the case may be, does not elect to make such Tax payments directly hereinafter provided an amount equal 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 sum of (i) the amount of the required payments payable refund of tax claimed on such Form, plus (ii) an amount equal to the applicable taxing authority, amount of interest that such Member would have received from the 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 either case the manner provided in Section 5(a) within thirty (30) ten days of receiving the 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 Indemnitee 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 Former Member at the time and in the manner indicated above unless the Common Parent has paid Increased Taxesagreed 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) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority Each Member which at any time makes a determination pursuant to pay any refund in respect Section 2(a)(i) of Taxes its estimated Separate Return Tax Liability for any Covered Period directly Taxable Year will, immediately after making any such determination, send a copy of such determination to the Company or Sub, as independent public accountants that the case may be, and these refunds shall be credited against the Indemnitee'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 Company 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 Indemnifiable Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, or any Affiliate, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by 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 Common Parent regularly employs on behalf of such Indemnitee, if so requested by the Company 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, 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(d) hereof that is material in amountGroup. (f) 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 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 the US LLC, UK LLP, or any 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 the US Group LLC, the UK LLP each affiliate and each Affiliate Indemnitee in any examination of (or other proceeding relating to) a Return of the US Group LLC, UK LLP ’s or Affiliate 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 an Indemnifiable a Group LLC 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, UK, local or other Tax purposes. (cb) 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 within and shall promptly notify the period prescribed by lawIndemnitee that such payments have been made. 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. (dc) 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 Company or Sub, as the case may beCompany). 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 Indemnifiable Group LLC Item for any Covered Period. (ed) Any An 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 a Return of the US Group LLC, UK LLP, or any Affiliate’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the US LLC, UK LLP, any Affiliate, 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 in accordance with Section 3 hereofCompany, (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, UK 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(d3(c) hereof that is material in amounthereof. (fe) Subject to Section 3(a) hereof, each Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 the US Group LLC, UK LLP, the Company or any Affiliatean 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 expense, represent the US LLCHolding, the UK LLP each affiliate and each Affiliate Indemnitee in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP Holding's or Affiliate 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 an Indemnifiable a Holding 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, UK, local or other Tax purposes. (cb) 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 within and shall promptly notify the period prescribed by lawIndemnitee that such payments have been made. 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. (dc) 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 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 Company or Sub, as the case may beCompany). 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 Indemnifiable Holding Item for any Covered Period. (ed) Any An 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) of Holding or of the Company on any examination or other proceeding in respect of a Return of the US LLC, UK LLP, or any AffiliateHolding's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the US LLC, UK LLP, any Affiliate, 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 in accordance with Section 3 hereofCompany, (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, UK 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(d3(c) hereof that is material in amounthereof. (fe) Subject to Section 3(a) hereof, each Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 Holding, the US LLC, UK LLP, Company or any Affiliatean affiliate.

Procedural Matters. (a) To a. Parent shall prepare and file all Tax returns, and any other returns, documents or statements required to be filed with respect to or on which is reflected 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 expense, represent the US LLC, the UK LLP and each Affiliate in any examination of (or other proceeding relating to) a Return determination of the US LLC, UK LLP or Affiliate Tax liability of the HomeFed Group 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 an Indemnifiable Item make all decisions and elections with respect to which the Company or Sub 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, UK, or other Tax purposes. (c) To the extent permitted by law, the Company or Sub, as the case may be, may make all 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 within the period 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. (d) 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 credit shall be credited against the Indemnitee'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 Company 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 Indemnifiable Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, or any Affiliatereported, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by the US LLC, UK LLP, any Affiliate, 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 in accordance with Section 3 hereof, 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, 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(d) hereof that is material in amounthereof. c. Each Subsidiary hereby irrevocably appoints Parent as its agent and attorney-in-fact to take such action (fincluding the execution of documents) Subject as Parent may deem appropriate to effect the foregoing. d. All expenses incurred by Parent resulting from actions described under this Section 3(a) hereof7, each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 the US LLC, UK LLP, or any AffiliateSubsidiary.

Procedural Matters. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to CEO a written request for indemnification at such time as determined by Indemnitee in Indemnitee’s sole discretion. (b) 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 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 expense, represent the US LLC, the UK LLP and each Affiliate in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP or Affiliate 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 an Indemnifiable Item determination with respect to which entitlement to indemnification hereunder: (i) it will be presumed that Indemnitee is entitled to indemnification under this Agreement, and that the Company or Sub is required any other person or entity challenging such right will have the burden of proof to indemnify overcome that presumption in connection with the Indemnitee. Each 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 shall, did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the extent reasonably requestedbest interests of the applicable Company Entity, promptly cooperate and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iii) Indemnitee 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 (or its designee) in such matters includingEntity, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local, UKincluding financial statements, or other Tax purposes. (c) To on information supplied to Indemnitee by the extent permitted by lawofficers, the Company employees, or Sub, as the case may be, may make all payments in respect of Taxes required to be made by them pursuant to this Agreement directly to the relevant taxing authority on behalf committees of the Indemnitee within board of directors of the period prescribed by law. To applicable Company Entity, or on the extent advice of legal counsel for the applicable Company Entity 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 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. (d) 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 an independent certified public accountant or Sub, as the case may be, and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company by an appraiser or Sub under Sections 2(b)[, 2(d)] and 3(e) (other expert or the gross amount shall be returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company 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 Indemnifiable Item for any Covered Period. (e) 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 advisor selected by the applicable Company Entity 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 a Return of the US LLC, UK LLP, or any Affiliate, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by 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 Company in accordance with Section 3 hereof, ; 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 relevant enterprises will not be imputed to Indemnitee in a duly executed Internal Revenue Service Form 2848 (manner that limits or successor form) or similar form applicable for state, local, UK or other Tax purposes or (v) fails to notify the Company otherwise adversely affects Indemnitee’s rights hereunder. The provisions of the receipt of a refund of Taxes as required by Section 3(d) hereof that is material in amount. this clause (f) Subject to Section 3(a) hereof, each Indemnitee agrees to promptly and timely file Returns which are required shall not be deemed to be filed by such Indemnitee and which include any Indemnifiable Item, and exclusive or 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 limit in any way the other Tax filings, circumstances in a manner consistent with which Indemnitee may be deemed to have met the positions taken by the US LLC, UK LLP, or any Affiliateapplicable standard of conduct set forth in this Agreement.

Procedural Matters. (a) To the extent permitted by law1. New Xxxxx or Holdings, 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 expense, represent the US LLC, the UK LLP and each Affiliate in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP or Affiliate 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 an Indemnifiable 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 Sub 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, the manner in which any item of income, gain, loss, deduction or credit shall be reported and the adoption or change of any method of accounting, (ii) whether any extensions may be requested and (iii) the elections that will be made by providing each member of the Combined Tax Group for which such Combined Tax Return is filed, (b) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for stateresult of any audit of such return by any Taxing Authority, local, UK, or other Tax purposes. (c) To to 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 extent permitted by lawCombined 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 Company case may be, as its agent and attorney-in-fact to take such action (including the execution of documents) as New Xxxxx or SubHoldings, as the case may be, may make all payments in respect deem appropriate to effect the foregoing. 5. The Company shall, and shall as appropriate cause each of Taxes required to be made by them pursuant to this Agreement directly to the relevant taxing authority on behalf its Subsidiaries that is a member of the Indemnitee within the period prescribed by law. To the extent the Company a Combined Tax Group to, reimburse New Xxxxx or SubHoldings, as the case may be, does not elect for (a) any outside legal and accounting expenses incurred by New Xxxxx or Holdings or in the course of the 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 Combined Tax Group to, furnish to make such Tax payments directly to the taxing authority, the Company New Xxxxx or SubHoldings, as the case may be, shall either make any required payments to the Indemnitee or deliver to the Indemnitee in a check made out in the amount of the required payments payable to the applicable taxing authoritytimely manner such information, documents and other assistance, in either each case within thirty (30) days as New Xxxxx or Holdings may reasonably request in connection with the filing of receiving notice that the Indemnitee has paid Increased Taxes. (d) To the extent permitted by law, each Indemnitee shall direct the relevant taxing authority Combined Tax Return with respect 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 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 Company 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 Indemnifiable Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, group or any Affiliate, (ii) takes audit or examination by any position in Taxing Authority or any Return judicial or other administrative proceeding relating to a Combined Tax filing inconsistent with the position taken by 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 group or otherwise with respect to this Agreement and the Company 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, 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(d) hereof that is material in amounttransactions contemplated hereby. (f) 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 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 the US LLC, UK LLP, or any Affiliate.

Procedural Matters. (a) To the extent permitted by lawAny Indemnitee who was a Schedule II Limited Partner on January 1, any Indemnitee 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 and, provided such Returns are true and accurate in all material respects, file such ReturnsPeriods. 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 expense, represent the US LLCPartnership, the UK LLP each Affiliate and each Affiliate Indemnitee in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP Partnership's or Affiliate 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 an Indemnifiable a Partnership 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, UK, local or other Tax purposes. (c) 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 within the period prescribed by lawIndemnitee. 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. (d) 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 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 Company or Sub, as the case may beCompany). 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 Indemnifiable Partnership Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, Partnership's or any Affiliate's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the US LLCPartnership, UK LLP, the Company or 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 Company in accordance with Section 3 hereofCompany, (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, UK 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(d) hereof that is material in amounthereof. (f) Subject to Section 3(a) hereof, each Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 the US LLCPartnership, UK LLP, the Company or any 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 expense, represent the US ATC LLC, the UK LLP AA Inc., each Affiliate and each Affiliate Indemnitee in any examination of (or other proceeding relating to) a Return of the US ATC LLC's, UK LLP AA Inc.'s or Affiliate 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 an Indemnifiable ATC LLC 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, UK, local or other Tax purposes. (cb) 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 within and shall promptly notify the period prescribed by lawIndemnitee that such payments have been made. 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. (dc) 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 obligation to make payments to the Company or Sub under Sections Section 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 Company or Sub, as the case may beCompany). 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 Indemnifiable ATC LLC Item for any Covered Period. (ed) Any An 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 a Return of the US ATC LLC, UK LLP, 's or any AffiliateAA Inc.'s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the US ATC LLC, UK LLP, any Affiliate, 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 in accordance with Section 3 hereofCompany, (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, UK 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(d3(c) hereof that is material in amounthereof. (fe) Subject to Section 3(a) hereof, each Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 the US ATC LLC, UK LLPAA Inc., the Company or any an Affiliate.

Procedural Matters. (a) To The Indemnitor shall have the extent permitted by lawright to defend, through counsel reasonably satisfactory to the Indemnitee, at the Indemnitor's expense, any action which may be brought in connection with all indemnifiable matters subject to this Article 9 (a "Third Party Action") by providing Indemnitee hereby agrees with written notice thereof within 30 calendar days of receiving the notice described in Section 9.3 hereof. The Indemnitor shall not, however, without the prior written consent of the Indemnitee, (i) consent to permit the Company's internal tax department entry of any judgment against the Indemnitee, (orii) enter into any settlement or compromise of any action for other than monetary damages, if the Company electsor (iii) enter into any settlement or compromise of any action for monetary damages which does not include, as an unconditional term thereof, 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 giving by the Company, pay claimant or plaintiff to the Company Indemnitee of a release, in form and substance satisfactory to the reasonable costs (including allocable internal costs) Indemnitee, from all liability in respect of preparing such Returnsaction. Nothing If the Indemnitee desires to participate in this Agreement shall require the Company to prepare personal income tax Returns for any Indemniteesuch defense or settlement, it may do so at its sole cost and expense. (b) The Company (Notwithstanding Section 9.4(a), if the Indemnitor elects not to defend the Indemnitee against such action whether by not giving the Indemnitee timely notice as provided above or otherwise, then the Indemnitee shall have the right to defend, compromise and settle such action on such terms as the Indemnitee in its designee) shallsole discretion may determine, at without the Company's expense, represent the US LLC, the UK LLP and each Affiliate in any examination of (or other proceeding relating to) a Return prior consent of the US LLCIndemnitor, UK LLP or Affiliate for all taxable years and, in and 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 an Indemnifiable Item with respect to which the Company or Sub is required Indemnitor shall continue bound to indemnify the Indemnitee. Each Indemnitee shall, and shall remain fully liable for any such result or settlement made by the Indemnitee, in accordance with the terms of this 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 extent Indemnitors in form and substance reasonably requested, promptly cooperate with satisfactory to 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, UK, or other Tax purposes. (c) To the extent permitted by law, the Company or Sub, as the case may be, may make Indemnitor from all payments liability 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 within the period 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 Taxesaction. (d) 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 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 Company 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 Indemnifiable Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, or any Affiliate, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by 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 Company 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, 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(d) hereof that is material in amount. (f) 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 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 the US LLC, UK LLP, or any Affiliate.

Procedural Matters. (ai) To Any Notice of Claim shall set forth (A) a brief description of the nature of the potential or actual Adverse Consequences and (B) to the extent permitted by law, any Indemnitee hereby agrees to permit the Company's internal tax department (or, if the Company electsthen feasible, the Company's designee) total dollar amount of the anticipated cost to prepare such Indemnitee's personal income tax Returns the Indemnified Party of the Adverse Consequences (including any amended Returnscosts or expenses that have been or may be reasonably incurred in connection therewith) for all Covered Periods and, provided such Returns are true and accurate in all material respects, file such Returns(the “Indemnification Amount”). The Indemnitee shallIn addition, if requested 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 Indemnification Amount to the Indemnified Party as set forth in a Notice of Claim shall be made by the CompanyIndemnifying Party no later than the thirtieth (30th) day after the date of the Notice of Claim (or such later date as the Indemnifying Party receives written notice of the Indemnification Amount), pay to unless the Company the reasonable costs (including allocable internal costsprovisions of subsection 9(j)(ii) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns for any Indemniteeare applicable. (bii) The Company If the 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 the Indemnified Party or its designee) shall, at to the Company's expense, represent the US LLCIndemnification Amount in connection with such Adverse Consequences, the UK LLP and each Affiliate in any examination Indemnifying Party shall give written notice of such objection (or other proceeding relating to“Objection Notice”) a Return to the Indemnified Party within twenty (20) business days after receipt of the US LLC, UK LLP or Affiliate Notice of Claim. The Objection Notice shall specify in reasonable detail the reason 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 an Indemnifiable Item with respect to which the Company or Sub is required to indemnify the Indemniteeobjection. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in Upon 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, UK, or other Tax purposes. (c) To the extent permitted by lawobjection, the Company or SubParties shall attempt in good faith to resolve any disagreement, as the case may be, may make all payments in respect of Taxes and any payment required to be made by them 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 within Neutral Party as follows: (A) If the period prescribed by law. To Neutral Party resolves all of the extent the Company or Sub, as the case may be, does not elect to make such Tax payments directly to the taxing authoritydisputes in favor of I-trax, the Company or SubMember will be responsible for all of the fees and expenses of the Neutral Party; (B) If the Neutral Party resolves all of the disputes in favor of the Member, as I-trax will be responsible for all of the case may befees 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, shall either make any required payments to the Indemnitee or deliver to the Indemnitee 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. (diii) To the extent permitted by lawEach Indemnified Party shall take commercially reasonable actions to mitigate Adverse Consequences, 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 beincluding pursuing insurance claims and Third Party Claims, and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company or Sub under Sections 2(b)[, 2(d)] reasonably consult and 3(e) (or the gross amount shall be returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company 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 Indemnifiable Item for any Covered Period. (e) 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 a Return of the US LLC, UK LLP, or any Affiliate, (ii) takes any position in any Return or other Tax filing inconsistent cooperate with the position taken by 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 Company in accordance with Section 3 hereof, (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, 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(d) hereof that is material in amount. (f) 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 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 filingsview towards mitigating Losses, in a manner consistent connection with the positions taken by the US LLC, UK LLP, or any Affiliateclaims for which an Indemnified Party seeks indemnification hereunder.

Procedural Matters. (a) To Parent shall prepare and file Consolidated Returns and any other returns, ruling or similar requests, documents or statements ("Returns") required to be filed with the extent permitted by lawIRS 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, any Indemnitee hereby agrees in its reasonable discretion: (i) to permit determine (A) the Company's internal tax department (ormanner in which such Returns shall be prepared and filed, if the Company electsincluding, without limitation, the Company's designeemanner 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 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 prepare such Indemnitee's personal income tax Returns (including contest, compromise or settle any amended Returns) for all Covered Periods andadjustment or deficiency proposed, provided asserted or assessed as a result of any audit of any such Returns are true and accurate at any stage in all material respectsthe Tax controversy process, file such Returns. The Indemnitee shallincluding without limitation an audit, if requested by the Company, pay a protest to the Company Appeals Division of the reasonable costs IRS (including allocable internal costsor similar state appellate authority), and litigation in Tax Court or any other court of competent jurisdiction; (iii) to file, prosecute, compromise or settle any claim for refund; and (iv) to determine whether any refunds to which the Parent Consolidated Group may be entitled shall be paid by way of preparing such Returns. Nothing in this Agreement shall require refund or credited against the Company to prepare personal income tax Returns for any Indemniteeliability of the Parent Consolidated Group. (b) The Company (On or its designee) shall, at before the Company's expense, represent the US LLC, the UK LLP and each Affiliate in any examination of (or other proceeding relating to) a Return fifteenth day of the US LLCsecond month following the close of each taxable year, UK LLP or Affiliate for each Subsidiary shall deliver to Parent all taxable years and, in the case of an Indemnitee, in any examination of information (or other proceeding relating to) the Indemnitee's Returns for any Covered Period to the extent the examination relates to 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, 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 providing each 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 Parent Consolidated Group. If a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for stateSubsidiary fails to deliver the requested information by the above-specified date, localParent shall have the right, UKbut not the obligation, or other Tax purposesto 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 considered to have waived any of its rights pursuant to this Agreement and shall be entitled to exercise all of its rights as if it had not so 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, and may adjust any item so submitted (i) to reflect correctly the Company facts regarding the income, properties, operations or Sub, as the case may be, may make all payments in respect status of Taxes any entity for which information was required to be made by them pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee within the period 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. (d) 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 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 Company 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 Indemnifiable Item for any Covered Period. (e) 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, tosubmitted, 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 a Return of the US LLC, UK LLP, or any Affiliate, (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 the US LLC, UK LLP, any Affiliate, 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 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, 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(d) hereof that is material in amount. (f) 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 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, consolidation adjustments in a manner consistent with the positions taken those made or used by the US LLC, UK LLP, or any Affiliate.Parent Consolidated Group. Parent shall prepare the 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) 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 the US LLCTWPG, the UK LLP each Affiliate and each Affiliate Indemnitee in any examination of (or other proceeding relating to) a Return of the US LLC, UK LLP TWPG’s or Affiliate 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 an Indemnifiable a TWPG 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, UK, local or other Tax purposes. (cb) 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 within and shall promptly notify the period prescribed by lawIndemnitee that such payments have been made. 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. (dc) 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 Company or Sub, as the case may beCompany). 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 Indemnifiable TWPG Item for any Covered Period. (ed) Any An 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 a Return of the US LLC, UK LLP, or any AffiliateTWPG’s Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the US LLC, UK LLP, any Affiliate, 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 in accordance with Section 3 hereofCompany, (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, UK 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(d) hereof that is material in amounthereof. (fe) Subject to Section 3(a) hereof, each Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any Indemnifiable 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 TWPG, the US LLC, UK LLP, Company or any an Affiliate.