Common use of Procedural Matters Clause in Contracts

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

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1. New Xxxxx or Holdings, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to prepare and file such Indemnitee's personal income tax Returns (including any amended Returns) for all Covered Periods. The Indemnitee shall, if requested by the Company, pay to the Company the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns for any Indemnitee. (b) The Company (or its designee) shall, at the Company's expense, represent the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns for all taxable years and, in as the case may be, shall have the sole and exclusive responsibility for the preparation and filing of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns each Combined Tax Return for any Covered Period to the extent the examination relates to a Partnership Item each Combined Tax with respect to which it is the common parent, including any amended returns and any other returns, documents or statements required to be filed with any Taxing Authority relating to such Combined Tax Return. All such Combined Tax Returns shall be filed by New Xxxxx or Holdings, as the case may be, on a timely basis, taking into account extensions of the due date for the filings of such returns. 2. The Company shall, and shall cause each of its Subsidiaries that is eligible to be a member of the relevant Combined Tax Group to, join and continue to join in filing a Combined Tax Return with respect to each jurisdiction for all Tax years for which such Subsidiary is eligible to do so under the applicable Tax law, unless New Xxxxx or Holdings, as the case may be, shall request otherwise. 3. New Xxxxx or Holdings, as the case may be, shall (a) make all payments to the applicable Taxing Authority of all Combined Taxes that the relevant Combined Tax Group is required to indemnify pay, including estimated payments relating thereto and (b) have the Indemniteeright to exercise all powers of a common parent with respect to each Combined Tax Return or Combined Tax. 4. Each Indemnitee shallNew Xxxxx or Holdings, as the case may be, shall be the sole and exclusive agent of the Combined Tax Group of which it is the common parent and of each member of such group in respect of any and all matters relating to any Combined Tax of such group for all Combined Tax Return years. In its sole discretion, New Xxxxx or Holdings, as the extent reasonably requestedcase may be, promptly cooperate shall have the right with respect to each such Combined Tax Return (a) to determine (i) the Company (or its designee) manner in which such matters return shall be prepared and filed, including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (the manner in which any item of income, gain, loss, deduction or successor form) or similar form applicable for state, local or other Tax purposes. (c) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (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 and these refunds credit shall be credited against reported and the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (adoption or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect change of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent method of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of the Partnership's or any Affiliate's Returnsaccounting, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliate, extensions may be requested and (iii) fails the elections that will be made by each member of the Combined Tax Group for which such Combined Tax Return is filed, (b) to cooperate fully with the Company contest, compromise or the Tax Matters Partner in pursuing settle any contest adjustment or other proceeding in respect deficiency proposed, asserted or assessed as a result of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf any audit of such Indemnitee, if so requested return by the Companyany Taxing Authority, (ivc) fails to provide file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refund to which such Combined Tax Group may be entitled shall be paid by way of refund or credited against the Combined Tax liability of such group. The Company hereby irrevocably appoints, and shall cause each of its Subsidiaries that is a member of each such Combined Tax Group to irrevocably appoint New Xxxxx or Holdings, as the case may be, as its designee upon request with agent and attorney-in-fact to take such action (including the execution of documents) as New Xxxxx or Holdings, as the case may be, may deem appropriate to effect the foregoing. 5. The Company shall, and shall as appropriate cause each of its Subsidiaries that is a duly executed Internal Revenue Service Form 2848 member of a Combined Tax Group to, reimburse New Xxxxx or Holdings, as the case may be, for (a) any outside legal and accounting expenses incurred by New Xxxxx or successor form) Holdings or similar form applicable for state, local or other Tax purposes or (v) fails to notify in the Company course of the receipt conduct of any audit or contest regarding a Combined Tax liability of such group, (b) any other expenses incurred by New Xxxxx or Holdings in the course of any litigation relating thereto and (c) the cost of preparing any Combined Tax Return or otherwise administering this Agreement. 6. The Company shall, and shall cause each of its Subsidiaries that is a member of a refund of Taxes Combined Tax Group to, furnish to New Xxxxx or Holdings, as required by Section 3(d) hereof. (f) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any 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 filingscase may be, in a timely manner consistent such information, documents and other assistance, in each case as New Xxxxx or Holdings may reasonably request in connection with the positions taken filing of each Combined Tax Return with respect to such group or any audit or examination by any Taxing Authority or any judicial or administrative proceeding relating to a Combined Tax of such group or otherwise with respect to this Agreement and the Partnership, the Company or an Affiliatetransactions contemplated hereby.

Procedural Matters. 4.1. AGENT, PREPARATION AND FILING OF RETURNS. Until Deconsolidation, Bruker shall be the sole and exclusive agent of BEST and any member of the BEST Group in any and all matters relating to (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit Federal Income Taxes of the Company's internal tax department (or, if the Company elects, the Company's designee) to prepare Consolidated Group and file such Indemnitee's personal income tax Returns (including any amended Returns) for all Covered Periods. The Indemnitee shall, if requested by the Company, pay to the Company the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal income tax Returns for any Indemnitee. (b) The Company (or its designee) shall, at the Company's expense, represent the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns Non-Federal Combined Taxes for all taxable years andPre-Deconsolidation Periods and Straddle Periods. Bruker shall have the sole and exclusive responsibility for the preparation and filing of any (a) Consolidated Return or (b) Combined Return for all Pre-Deconsolidation Periods and Straddle Periods. In its sole discretion (but taking into account the interests of the Bruker Group and the BEST Group), in Bruker shall have the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns for any Covered Period to the extent the examination relates to a Partnership Item exclusive right with respect to any such Consolidated Return or Combined Return (a) to determine (1) the manner in which the Company is required to indemnify the Indemnitee. Each Indemnitee shallsuch Tax Return shall be prepared and filed, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by providing any member of the Consolidated Group or any Combined Group, and (4) whether any amended tax returns should be filed, (b) to control, contest, and represent the interests of the Consolidated Group and any Combined Group in any Audit and to resolve, settle, or agree to 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, local or other Tax purposes. (c) To the extent permitted by lawto file, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authorityprosecute, the Company shall either make compromise or settle 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 authorityclaim for refund, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. and (d) To to determine whether any refunds, to which the extent permitted by lawConsolidated Group or any Combined Group may be entitled, each Indemnitee shall direct the relevant taxing authority to pay any refund in respect of Taxes for any Covered Period directly to the Company and these refunds shall be paid by way of refund or credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days tax liability of the receipt by Consolidated Group and any Combined Group. BEST, for itself and its subsidiaries, hereby irrevocably appoints Bruker as its agent and attorney-in-fact to take such Indemnitee action (including the execution of a refund documents) as Bruker may deem appropriate to effect the foregoing. At the written request of Taxes in respect of any 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 any amounts previously paid by the Company toBEST, or on behalf ofBEST may participate, such Indemnitee under this Agreement) if such Indemnitee at its expense (i) takes any action independent of the Tax Matters Partner (as defined in matters covered by this Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of the Partnership's or any Affiliate's Returns4.1, and (ii) takes Bruker shall consult with BEST and consider any position comments provided by BEST in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliate, (iii) fails to cooperate fully with the Company or the Tax Matters Partner matters described in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by this Section 3(d) hereof4.1. (f) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any 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 Partnership, the Company or an Affiliate.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to Parent shall prepare and file such Indemnitee's personal the consolidated federal income tax Returns (including returns, consolidated, combined or unitary state or local income tax returns and any amended Returns) for all Covered Periods. The Indemnitee shallother returns, if requested by the Company, pay documents or statements required to be filed with respect to the Company determination of the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal consolidated, combined or unitary federal, state or local income tax Returns for any Indemnitee. (b) The Company (liability of the ISP Group or its designee) shall, at the Company's expense, represent the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns members thereof for all taxable years andof the ISP Group or members thereof (including taxable years ending prior to or including the date hereof). In its sole discretion, in Parent shall have the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns for any Covered Period right to the extent the examination relates to a Partnership Item make all decisions with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, such returns and all matters relating to the extent reasonably requestedfederal, promptly cooperate with state or local income tax liability of the Company ISP Group and members thereof for all taxable years of the ISP Group or members thereof (including taxable years ending prior to or its designeeincluding the date hereof) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 the right (or successor forma) or similar form applicable for state, local or other Tax purposes. (c) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (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 and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee determine (i) takes the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any action independent item of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) income, gain, loss, deduction or the Company on credit shall be reported and whether any examination or other proceeding in respect of the Partnership's or any Affiliate's Returnsamended returns shall be filed, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliate, extensions may be requested and (iii) fails the elections that will be made by any member, (b) to cooperate fully with the Company contest, compromise or the Tax Matters Partner in pursuing settle any contest adjustment or other proceeding in respect deficiency proposed, asserted or assessed as a result of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf any audit of such Indemnitee, if so requested by the Companyreturns, (ivc) fails to provide file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refunds, to which the Company ISP Group may be entitled, shall be paid by way of refund or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable credited against the tax liability for state, local or other Tax purposes or (v) fails to notify the Company affiliated group. Each member of the receipt of a refund of Taxes ISP Group hereby irrevocably appoints Parent as required by Section 3(d) hereof. (f) Each Indemnitee agrees to promptly its agent and timely file Returns which are required to be filed by such Indemnitee and which include any 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 attorney-in-fact to take positions in any other Tax filings, in a manner consistent with such action (including the positions taken by execution of documents) as Parent may deem appropriate to effect the Partnership, the Company or an Affiliateforegoing.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to MS shall prepare and file such Indemnitee's personal the Consolidated Return and other returns, documents or statements required to be filed with the IRS with respect to the determination of federal income tax liability of the MS Affiliated Group. In its sole discretion, MS shall have the right with respect to any Consolidated Returns which it has filed or will file, (i) to determine the manner in which such returns, documents or statement shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, the elections that will be made by any Member, (ii) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit or such returns by the IRS, (iii) to file, prosecute, compromise or settle any claim for refund and (iv) to determine whether any refunds, to which the MS Affiliate Group may be entitled, shall be paid by way of refund or credited against the tax liability of the MS Affiliated Group. Expedia hereby irrevocably appoints MS as its agent and attorney-in-fact to take such actions (including any amended Returnsthe execution of documents) for all Covered Periods. The Indemnitee shall, if requested by as MS may deem appropriate to effect 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 Indemniteeforegoing. (b) The Company (With respect to any Combined Returns in which Expedia joins with MS pursuant to Section 8, above, MS shall prepare and file any Combined Returns and other returns, documents or statements required to be filed with any state or local taxing authority. In its designee) shallsole discretion, at MS shall have the Company's expense, represent the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns for any Covered Period to the extent the examination relates to a Partnership Item right with respect to any Combined Return Consolidated Returns which it has filed or will file, (i) to determine the Company is required to indemnify the Indemnitee. Each Indemnitee shallmanner in which such returns, to the extent reasonably requesteddocuments or statement shall be prepared and filed, promptly cooperate with the Company (or its designee) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (the manner in which any item of income, gain, loss, deduction or successor form) or similar form applicable for state, local or other Tax purposes. (c) To the extent permitted by lawcredit shall be reported, the Company may make all Tax payments required to elections that will be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make by 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 and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of the Partnership's or any Affiliate's ReturnsMember, (ii) takes to contest, compromise or settle any position in adjustment or deficiency proposed, asserted or assessed as a result of any Return audit or other Tax filing inconsistent with the position taken such returns by the Partnership, the Company or any AffiliateIRS, (iii) fails to cooperate fully with the Company file, prosecute, compromise or the Tax Matters Partner in pursuing settle 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, claim for refund and (iv) fails to provide determine whether any refunds, to which the Company MS Affiliate Group may be entitled, shall be paid by way of refund or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify credited against the Company tax liability of the receipt of a refund of Taxes MS Affiliated Group. Expedia hereby irrevocably appoints MS as required by Section 3(d) hereof. (f) Each Indemnitee agrees to promptly its agent and timely file Returns which are required to be filed by such Indemnitee and which include any 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 attorney-in-fact to take positions in any other Tax filings, in a manner consistent with such actions (including the positions taken by execution of documents) as MS may deem appropriate to effect the Partnership, the Company or an Affiliateforegoing.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to Parent shall prepare and file such Indemnitee's personal income tax Consolidated Returns and any other returns, ruling or similar requests, documents or statements (including any amended "Returns") required to be filed with the IRS with respect to the determination of the Tax liability of the Parent Consolidated Group for all Covered Parent Taxable Periods. The Indemnitee shallParent shall have the sole right, if requested in its reasonable discretion: (i) to determine (A) the manner in which such Returns shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported; provided, however, that Parent shall consider in good faith any treatment proposed by any Subsidiary and (B) the Company, pay elections that will be made pursuant to the Company Code on behalf of any member of the reasonable costs Parent Consolidated Group; (ii) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any such Returns at any stage in the Tax controversy process, including allocable internal costswithout limitation an audit, a protest to the Appeals Division of the IRS (or 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 fifteenth day of the Partnershipsecond month following the close of each taxable year, each Affiliate and each Indemnitee in any examination of Subsidiary shall deliver to Parent all information (or other proceeding relating to) the Partnership's or Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns for any Covered Period to the extent the examination relates to a Partnership Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, 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, local or other Tax purposesParent shall have the right, but not the obligation, to send its own personnel, at the Subsidiary's expense, to such Subsidiary to collect the requested information. If Parent should exercise such right, it shall not be 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 may make all Tax payments facts regarding the income, properties, operations or status of any entity for which information was required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (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 and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company 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 the Partnership's or any Affiliate's Returns, (ii) takes any position in any Return so as to cause such information to reflect properly elections or other Tax filing inconsistent with the position taken by the Partnership, the Company methods of accounting or any Affiliate, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(d) hereof. (f) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any 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, consolidation adjustments in a manner consistent with the positions taken those made or used by the Partnership, Parent Consolidated Group. Parent shall prepare the Company or an Affiliate.consolidated federal income tax returns for the Parent Consolidated Group. Parent shall then compute the Separate Tax Liability for each Subsidiary. Parent shall notify each

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to Parent shall prepare and file such Indemnitee's personal the consolidated federal income tax Returns (including returns, consolidated, combined or unitary state or local income tax returns and any amended Returns) for all Covered Periods. The Indemnitee shallother returns, if requested by the Company, pay documents or statements required to be filed with respect to the Company determination of the reasonable costs (including allocable internal costs) of preparing such Returns. Nothing in this Agreement shall require the Company to prepare personal consolidated, combined or unitary federal, state or local income tax Returns for any Indemnitee. (b) The Company (liability of the Holdings Group or its designee) shall, at the Company's expense, represent the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns members thereof for all taxable years andof the Holdings Group or members thereof (including taxable years ending prior to or including the date hereof). In its sole discretion, in Parent shall have the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns for any Covered Period right to the extent the examination relates to a Partnership Item make all decisions with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shall, such returns and all matters relating to the extent reasonably requestedfederal, promptly cooperate with state or local income tax liability of the Company Holdings Group and members thereof for all taxable years of the Holdings Group or members thereof (including taxable years ending prior to or its designeeincluding the date hereof) in such matters including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 the right (or successor forma) or similar form applicable for state, local or other Tax purposes. (c) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (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 and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee determine (i) takes the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any action independent item of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) income, gain, loss, deduction or the Company on credit shall be reported and whether any examination or other proceeding in respect of the Partnership's or any Affiliate's Returnsamended returns shall be filed, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliate, extensions may be requested and (iii) fails the elections that will be made by any member, (b) to cooperate fully with the Company contest, compromise or the Tax Matters Partner in pursuing settle any contest adjustment or other proceeding in respect deficiency proposed, asserted or assessed as a result of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf any audit of such Indemnitee, if so requested by the Companyreturns, (ivc) fails to provide file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refunds, to which the Company Holdings Group may be entitled, shall be paid by way of refund or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable credited against the tax liability for state, local or other Tax purposes or (v) fails to notify the Company affiliated group. Each member of the receipt of a refund of Taxes Holdings Group hereby irrevocably appoints Parent as required by Section 3(d) hereof. (f) Each Indemnitee agrees to promptly its agent and timely file Returns which are required to be filed by such Indemnitee and which include any 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 attorney-in-fact to take positions in any other Tax filings, in a manner consistent with such action (including the positions taken by execution of documents) as Parent may deem appropriate to effect the Partnership, the Company or an Affiliateforegoing.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees to permit the Company's internal tax department (or, if the Company elects, the Company's designee) to a. Parent shall prepare and file such Indemnitee's personal income tax Returns (including all Tax returns, and any amended Returns) for all Covered Periods. The Indemnitee shallother returns, if requested by documents or statements required to be filed with respect to or on which is reflected the Company, pay to determination of the Company Tax liability of 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 Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns 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 a Partnership Item make all decisions and elections with respect to which the Company is required all Tax returns described in Section 7(a) above and with respect to indemnify the Indemnitee. Each Indemnitee shall, all matters relating to the extent reasonably requestedTax liability of the HomeFed Group and Subsidiaries (with respect to any taxable year in which a Subsidiary was a member of the HomeFed Group), promptly cooperate with for all taxable years of the Company HomeFed Group thereof (including taxable years ending prior to or its designeeincluding the date hereof) including, without limitation, (1) the right to determine (i) the manner in which such matters returns, documents or statements shall be prepared and filed, including, without limitation, by providing a duly executed Internal Revenue Service Form 2848 (the manner in which any item of income, gain, loss, deduction or successor form) or similar form applicable for state, local or other Tax purposes. (c) To the extent permitted by law, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxes. (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 and these refunds credit shall be credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of the Partnership's or any Affiliate's Returnsreported, (ii) takes whether any position in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliateamended returns shall be filed, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing whether any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so filing extensions may be requested by the Company, and (iv) fails the elections that will be made by any member, (2) the right to provide contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such returns, (3) the Company right to control any filing, prosecution, contest, compromise or its designee settlement of any claim for refund, including the right to determine whether any refunds, to which the HomeFed Group may be entitled, shall be paid by way of refund or credited against the Tax liability for the Affiliated Group. Such determination shall be binding and conclusive upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable the parties for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(d) hereof. c. Each Subsidiary hereby irrevocably appoints Parent as its agent and attorney-in-fact to take such action (fincluding the execution of documents) Each Indemnitee agrees as Parent may deem appropriate to promptly and timely file Returns which are required effect the foregoing. d. All expenses incurred by Parent resulting from actions described under this Section 7, to be filed by such Indemnitee and which include any Partnership 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 Partnership, the Company or an AffiliateSubsidiary.

Procedural Matters. (ai) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees Parent shall prepare and timely file all Consolidated Tax Returns required to permit the Company's internal tax department (or, if be filed by Parent or any of its Affiliates in respect of any Parent Group that includes the Company electsin accordance with clause (a)(i) above. (ii) Subject to clause (e)(iii) below, Parent shall have the Company's designeeright to make all decisions and elections with respect to all Consolidated Tax Returns described in clause (a)(i) above and with respect to prepare and file such Indemnitee's personal income tax Returns (including all matters relating to the Parent Group Tax of any amended Returns) for all Covered Periods. The Indemnitee shall, if requested by Parent Group that includes 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.including, without limitation, (b) The Company (or its designee) shall, at the Company's expense, represent the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to1) the Partnership's or Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of right to determine (or other proceeding relating toA) the Indemnitee's manner in which such Consolidated Tax Returns for any Covered Period to the extent the examination relates to a Partnership Item with respect to which the Company is required to indemnify the Indemnitee. Each Indemnitee shallshall be prepared and filed, to the extent reasonably requested, promptly cooperate with the Company (or its designee) in such matters including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (B) whether any amended Consolidated Tax Return shall be filed, (C) whether any filing extensions may be requested and (D) the elections that will be made by providing any member of such Parent Group, (2) the right to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a duly executed Internal Revenue Service Form 2848 result of any audit of such Consolidated Tax Returns; provided, however, that any such compromise or settlement that would result in liability of the Company for Taxes in excess of $1,500,000 shall be subject to the prior approval of Company, which approval shall not be unreasonably withheld, and (3) the right to control any filing, prosecution, contest, compromise or successor form) settlement of any claim for refund, including the right to determine whether any refunds, to which the Parent Group may be entitled, shall be paid by way of refund or similar form credited against the Parent Group Tax of the applicable for state, local or other Tax purposesParent Group. (ciii) To All expenses incurred by Parent resulting from actions described under this clause (e) shall be shared on a pro rata basis by the members of the applicable Parent Group that includes the Company, based on the extent permitted by lawto which such expense relates to each such member (including, without limitation, the Company may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority on behalf of the Indemnitee. To the extent the Company does not elect to make such Tax payments directly to the taxing authority, the Company shall either make any required payments to the Indemnitee or deliver to the Indemnitee a check made out in the amount of the required payments payable to the applicable taxing authority, in either case within thirty (30) days of receiving notice that the Indemnitee has paid Increased Taxesand its Subsidiaries). (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 and these refunds shall be credited against the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of the Partnership's or any Affiliate's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliate, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(d) hereof. (f) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any 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 Partnership, the Company or an Affiliate.

Procedural Matters. (a) Any Indemnitee who was a Schedule II Limited Partner on January 1, 1999 hereby agrees The Common Parent will be solely responsible for making any estimated or final payments to permit the Company's internal tax department (or, if I.R.S. in satisfaction of the Company elects, the Company's designee) to prepare and file such Indemnitee's personal federal income tax Returns liability (including any amended Returns) for all Covered Periods. The Indemnitee shalladditions to tax, if requested by the Companypenalties, pay to the Company the reasonable costs (including allocable internal costsand interest) 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) shallbehalf file, at the Company's expenseConsolidated Return and any other returns, represent documents or statements required to be filed with the Partnership, each Affiliate and each Indemnitee in any examination of (or other proceeding relating to) the Partnership's or Affiliate's Returns for all taxable years and, in the case of an Indemnitee, in any examination of (or other proceeding relating to) the Indemnitee's Returns for any Covered Period I.R.S. which pertain to the extent determination of the examination relates to a Partnership Item Consolidated Tax Liability of the Group for each Taxable Year of the Group. In its sole and absolute discretion, the Common Parent will have the 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 is required to indemnify Group may be entitled will be paid by way of cash refund or 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 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 may make all Tax payments required to be made pursuant to this Agreement directly to the relevant taxing authority independent public accountants that it regularly employs on behalf of the IndemniteeGroup 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. To 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 extent same with the Company does not elect appropriate office of the I.R.S. If any such Member fails to make file any such Tax payments directly Form with the I.R.S. within such 10-day period, such Member will, as hereinafter provided, pay an amount equal to the taxing authorityamount 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 Company shall either make any required payments 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 in Section 6511 of the Code for claiming such refund has expired as of the date such Form actually was filed with the I.R.S., such Member will, in lieu of making the above-described payment, pay as hereinafter provided an amount equal to the 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 and these refunds shall be credited against independent public accountants that the Indemnitee's obligation to make payments to the Company under Sections 2(b), 2(d) and 3(e) (or returned to the Indemnitee if the Indemnitee does not owe any amounts to the Company). The Indemnitee shall notify the Company within thirty (30) days of the receipt by such Indemnitee of a refund of Taxes in respect of any 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 any amounts previously paid by the Company to, or on behalf of, such Indemnitee under this Agreement) if such Indemnitee (i) takes any action independent of the Tax Matters Partner (as defined in Section 6231(a)(7) of the Internal Revenue Code) or the Company on any examination or other proceeding in respect of the Partnership's or any Affiliate's Returns, (ii) takes any position in any Return or other Tax filing inconsistent with the position taken by the Partnership, the Company or any Affiliate, (iii) fails to cooperate fully with the Company or the Tax Matters Partner in pursuing any contest or other proceeding in respect of Taxes or fails to permit the Company or the Tax Matters Partner to file amended returns Common Parent regularly employs on behalf of such Indemnitee, if so requested by the Company, (iv) fails to provide the Company or its designee upon request with a duly executed Internal Revenue Service Form 2848 (or successor form) or similar form applicable for state, local or other Tax purposes or (v) fails to notify the Company of the receipt of a refund of Taxes as required by Section 3(d) hereofGroup. (f) Each Indemnitee agrees to promptly and timely file Returns which are required to be filed by such Indemnitee and which include any 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 Partnership, the Company or an Affiliate.