Common use of Procedure for Tax Claims Clause in Contracts

Procedure for Tax Claims. Each party hereto shall notify the other party in writing within fifteen (15) days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which give rise to a claim for indemnification under this Section 7.8 (“Tax Claim”). The failure of any Indemnified Party to give timely notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense of any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) shall not affect the rights to indemnification hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Seller shall have the right, at its sole discretion and expense, to represent the interest of the Company and any Subsidiary in any Tax Claim relating to Pre-Closing Tax Periods and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller shall be entitled to participate in the defense of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at Seller’s sole discretion and expense, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and of its Affiliates, the Company or any Subsidiary may settle or otherwise dispose of any Tax Claim or which Seller may have a liability under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Seller elects not to participate and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c), then Purchaser shall control such Tax Claim, provided, however, that (i) Purchaser shall keep Seller informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller the opportunity to review material submissions related to such Tax Claim and (B) provide Seller with final copies of all such submissions, (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claim.

Procedure for Tax Claims. Each party hereto 11.1 If the Purchaser shall notify the other party in writing within fifteen (15) days following receipt by such party of written notice become aware of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim Tax Claim which is likely to give rise to a claim for indemnification liability of the Sellers under this Section 7.8 Deed the Purchaser shall as soon as reasonably practicable and in any event, in the case where the Tax Claim consists of an assessment or demand for which the period for response or appeal is time limited within ten Business Days prior to the expiry of such time limit give notice thereof to the Sellers but so that such notice shall not be a condition precedent to the liability of the Sellers hereunder. 11.2 If the Sellers shall indemnify the relevant Group member and the Purchaser to the Purchaser's reasonable satisfaction against all losses costs damages and expenses (“including interest on overdue Tax) which may be incurred thereby the Purchaser shall (and shall procure that the relevant Group member shall) in accordance with any reasonable instructions of the Sellers promptly given by notice to the Purchaser and that Group member (but subject to clause 11.2(a) to 11.2(c) inclusive) seek to avoid dispute resist appeal compromise or defend such Tax Claim”). The failure Claim provided always that: (a) no Group member shall be obliged to appeal against any assessment for Tax raised on it if, having given the Sellers notice of the receipt of that assessment, it has not within fifteen days thereafter received instructions from the Sellers, in accordance with the preceding provisions of this clause 11.2, to make that appeal; (b) the Purchaser and that Group member shall not be obliged to comply with any instruction of the Sellers which involves contesting any assessment for Tax before any court or other appellate body (excluding the Tax Authority in question) unless the Sellers furnish the Purchaser with the written opinion of tax counsel of at least six years' call to the effect that an appeal against the assessment for Tax in question will, on the balance of probabilities, be won; (c) the Purchaser and that Group member shall not in any event be obliged to comply with any instruction of the Sellers to make a settlement or compromise of the Tax Claim which is the subject of the dispute or agree any matter in the conduct of such dispute which is likely materially to increase the amount thereof or to increase the future liability of any Indemnified Party to give timely notice Group member or of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party the Purchaser in the investigation or defense respect of Tax. 11.3 If any of the same Sellers or, before Completion, a Group member shall have committed acts or omissions which constitute fraud or negligent conduct clause 11.2 shall not apply. 12 Overprovision ------------- 12.1 If before the sixth anniversary of Completion the auditors for the time being of the Group certify (at the request and expense of the Sellers) that: (a) any provision for Tax in asserting, preserving the Accounts (excluding any provision for deferred tax) has proved to be an overprovision; or (b) the amount by which any right to repayment of Tax which has been treated as an asset in the Accounts proves to have been understated; then the amount of such overprovision or enforcing understatement ("Relevant Amount") shall be dealt with in accordance with paragraph 12.2 below provided that no account shall be taken of any overprovision or understatement to the extent that it arises as a consequence of the utilisation of any Accounts Relief or any action taken by the Group after Completion or any change in law or practice after Completion. 12.2 Where it is certified under paragraph 12.1 of this Part that a Relevant Amount has arisen such party’s rights arising Relevant Amount is to be dealt with in accordance with this paragraph 12.2: (a) the Relevant Amount shall first be set off against any payment due from the Sellers under this Section 7.8Deed or the Agreement; (b) to the extent that there is an excess, a refund shall be made to the Sellers of any previous payment or payments made by the Sellers under this Deed or the Agreement and not affect previously refunded under this clause up to the rights to indemnification hereunder, except amount of such excess; and (c) to the extent that the Indemnifying Party excess referred to in paragraph 12.2(b) above is actually not exhausted under that clause, the remainder of that excess shall be carried forward and materially prejudiced by set off against any future payment or payments which become due from the Sellers under this Deed or the Agreement. 12.3 Where any such failure. Seller shall have certification as is mentioned in paragraph 12.1 above has been made, the right, at its sole discretion and expense, to represent Sellers or the interest Purchaser or the Group may request that the auditors for the time being of the Company and Group review (at the expense of the party so requesting) such certification in the light of all relevant circumstances, including any Subsidiary in any Tax Claim relating to Pre-Closing Tax Periods facts which have become known only since such certification, and to employ counsel certify whether such certification remains correct or whether in the light of its choice; provided, howeverthose circumstances the amount which was the subject of such certification should be amended. 12.4 If the auditors certify under paragraph 12.3 above that an amount previously certified should be amended, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller amended amount shall be entitled to participate substituted for the purposes of paragraph 12.2 above as the Relevant Amount in respect of the defense certification in question in place of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at Seller’s sole discretion and expense, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaseramount originally certified, and of its Affiliates, the Company or any Subsidiary may settle or otherwise dispose of any Tax Claim or which Seller may have a liability under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Seller elects not to participate and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c), then Purchaser shall control such Tax Claim, provided, however, that adjusting payment (iif any) Purchaser shall keep Seller informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller the opportunity to review material submissions related to such Tax Claim and (B) provide Seller with final copies of all such submissions, (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary required by virtue of the above-mentioned substitution shall be made as soon as practicable by the Sellers or (as the case may be) to resisting the Sellers 13 THIRD PARTY RECOVERY -------------------- 13.1 This clause 13 applies where if, before the sixth anniversary of Completion, any payment becomes due from the Sellers under this Deed or resolving the Agreement and the Group either is immediately or subsequently becomes entitled to recover from any person (not being a member of the Group or an employee of the Group but including any Tax Authority) any sum in respect of the Tax ClaimLiability.

Procedure for Tax Claims. Each party hereto shall notify the other party in writing within fifteen (15i) days following Promptly after receipt by such party Buyer or its affiliates of written notice of the assertion or commencement of any pending or threatened auditsclaim, notice of deficiencyaudit, proposed adjustmentexamination, assessment, examination or other administrative proposed change or court proceedingadjustment by any taxing authority concerning any Tax allocated to Sellers pursuant to Sections 6.08, suit8.05(a) and 8.12 (each a "Tax Claim"), dispute Buyer shall notify Sellers. Such notice shall contain factual information (to the extent actually known by Buyer or any Transferred Subsidiary) describing the asserted Tax Claim in reasonable detail and shall include copies of any notice or other claim which give rise to a claim for indemnification under this Section 7.8 (“document received from any taxing authority in respect of any such asserted Tax Claim”). The failure of any Indemnified Party Buyer to give timely Sellers prompt notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense as provided herein shall not relieve Sellers of any of the same or in asserting, preserving or enforcing any such party’s rights arising their obligations under this Section 7.8) shall not affect the rights to indemnification hereunder8.05(a), except to the extent that the Indemnifying Party is actually and materially Sellers are substantially prejudiced by such failure. Seller 109 116 (ii) Sellers shall have the right, at its sole discretion and expense, right to represent the interest of the Company and Sellers or any Subsidiary Transferred Subsidiary's interests in any Tax Claim audit or administrative or court proceeding ("Contest") relating to Pre-Closing Tax Periods and to employ counsel of its choice; provided, however, that if any Tax Claim allocated to Sellers pursuant to Section 8.05(a), so long as Sellers shall have acknowledged in writing their indemnity obligation to Buyer if the Contest should prove unsuccessful, provided that to the extent that the resolution of any issue in such Contest could adversely and significantly affect the interests of any Transferred Subsidiary, Buyer or any affiliate or successor of any thereof for any taxable year or period beginning after the Closing Date (or for the portion of any Straddle Period beginning after the Closing Date) Buyer shall be entitled to participate (but not control) in good faith with Sellers in Contesting such issue. Each of Buyer and Sellers shall bear the cost of their respective counsel, accountants or other representatives engaged by them to conduct any Contest with respect to Taxes. (iii) Sellers shall promptly notify Buyer of the commencement of any claim, audit, examination or other proposed change or adjustment by any taxing authority which could reasonably be expected to have a material adverse effect on Purchaser, affect the liability of Buyer or any Company, any Transferred Subsidiary or any of their Buyer's affiliates in any taxable period beginning after for Taxes and Sellers shall keep Buyer duly 110 117 informed of the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller shall be entitled to participate in the defense progress of any Tax Claim relating in any part Contest conducted by Sellers pursuant to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at Seller’s sole discretion and expense, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and of its Affiliates, the Company or any Subsidiary may settle or otherwise dispose of any Tax Claim or which Seller may have a liability under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Seller elects not to participate and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c8.05(d)(ii), then Purchaser shall control such Tax Claim, provided, however, that (i) Purchaser shall keep Seller informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller the opportunity to review material submissions related to such Tax Claim and (B) provide Seller with final copies of all such submissions, (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claim.

Procedure for Tax Claims. Each party hereto 9.1 If the Buyer shall notify the other party in writing within fifteen (15) days following receipt by such party of written notice become aware of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim Tax Claim which is likely to give rise to a claim for indemnification liability of the Warrantors under this Section 7.8 Schedule and/or the Tax Warranties, then the Buyer shall (or shall procure that the relevant Group Company shall) as soon as reasonably practicable give notice thereof to the Warrantors but so that such notice shall not be a condition precedent to the liability of the Warrantors. 9.2 Subject to paragraph 9.3, if the Warrantors shall indemnify and secure the relevant Group Company and the Buyer to the satisfaction of the Buyer against all reasonable losses, costs, damages and expenses (including interest on overdue Tax and a reasonable charge for management time) which may be incurred thereby the Buyer shall (and shall procure that the relevant Group Company shall), in accordance with any reasonable instructions of the Warrantors promptly given by notice to the Buyer (but subject to paragraphs 9.2 (a) to 9.2 (c) inclusive) seek to avoid, dispute, resist, appeal, compromise or defend such Tax Claim (such a Tax Claim where action is so requested being hereinafter referred to as a Dispute) provided always that: (a) no Group Company shall be obliged to appeal against any assessment for Tax raised on it if, having given the Warrantors notice of the receipt of that assessment, it has not within fifteen days or such shorter time as the applicable Tax Authorities or court require thereafter received instructions from the Warrantors, in accordance with the provisions of this paragraph 9.2, to make that appeal; (b) neither the Buyer nor any Group Company shall be obliged to comply with any instruction of the Warrantors which involves contesting any assessment for Tax before any court or other appellate body (excluding the Tax Authority in question) unless the Warrantors furnish the Buyer with the written opinion of Tax Counsel of at least ten years' call to the effect that an appeal against the assessment for Tax in question will, on the balance of probabilities, be won; and (c) neither the Buyer nor any Group Company shall in any event be obliged to comply with any instruction of the Warrantors to make a settlement or compromise of a Tax Claim which is the subject of a dispute or agree any matter in the conduct of such dispute which is likely materially to increase the amount thereof or to affect the future liability of any Group Company or the Buyer in respect of Tax. 9.3 The provisions of paragraph 9.2 and 9.4 shall not apply and the Buyer and any Group Company shall (without prejudice to the rights of the Buyer under this Agreement in respect of such Tax Claim) be entitled to take such action as it considers reasonable in the circumstances to settle the Tax Claim if: (a) (at any time after the Buyer has given notice of the Tax Claim to the Warrantors in accordance with paragraph 9.1), the Buyer gives notice (“default notice”) to the Warrantors referring to this paragraph 9.3 concerning a Tax Claim”). The failure Claim and the Warrantors have not within twenty five days (or, in any case where there is a right of appeal, within fifteen days) or such shorter time as the applicable Tax Authorities or court require after receipt of the default notice: (i) notified the Buyer of their reasonable instructions concerning conduct of the Tax Claim in accordance with paragraph 9.2; and (ii) provided or maintained the indemnity and security mentioned in that paragraph; or (b) there is conclusive written evidence that any Indemnified Party act or omission of the Warrantors or, before Closing, any Group Company in respect of the Tax Claim in question involves gross negligence, wilful neglect, or fraudulent or dishonest conduct. 9.4 Subject to give timely notice paragraph 9.3 upon the written request of the Warrantors the Buyer shall procure that it and the relevant Group Company or Companies shall delegate to the Warrantors the conduct of all matters and proceedings relating to seeking to avoid, dispute, resist, appeal, compromise, or defend any Tax Claim referred to in paragraph 9.1 above upon the following terms, unless the Buyer and the Warrantors specifically agree otherwise in writing: (a) the Buyer and relevant Group Company or Companies shall promptly be kept fully informed of all matters pertaining to a claim for indemnification Dispute and shall be entitled to see and keep copies of all correspondence and notes or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party other written records of telephone conversations or meetings and, in the investigation or defense event that there is no written record, shall be given an immediate report of all telephone conversations with any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) shall not affect the rights to indemnification hereunder, except Taxation Authority to the extent that it relates to a Dispute; (b) the Indemnifying Party is actually and materially prejudiced by such failure. Seller appointment of solicitors or other professional advisers shall have be subject to the right, at its sole discretion and expense, to represent the interest written approval of the Company and any Subsidiary in any Tax Claim relating Buyer, such approval not to Pre-Closing Tax Periods and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller shall be entitled to participate in the defense of any Tax Claim relating in any part to Taxes attributable ; (c) all material written communications pertaining to the portion of Dispute which are to be transmitted to the relevant Taxation Authority shall first be submitted to the Buyer for approval and shall only be finally transmitted if such Straddle Period deemed approval is given, such approval not to end on or before the Closing Date and, at Seller’s sole discretion and expense, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None ; (d) the Warrantors shall make no settlement or compromise of Purchaserthe Dispute or agree any matter in the conduct of the Dispute which is likely to affect the amount thereof of the future liability to Tax of the Buyer, and of its Affiliates, the Company or any Subsidiary may settle or otherwise dispose of any Tax Claim or which Seller may have a liability under this Agreement Group Company without the prior written consent approval of Sellerthe Buyer, which consent shall such approval not to be unreasonably withheld or delayed. If Seller elects not to participate and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c), then Purchaser shall control such Tax Claim, provided, however, that ; and (i) Purchaser shall keep Seller informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller the opportunity to review material submissions related to such Tax Claim and (B) provide Seller with final copies of all such submissions, (iie) the failure of Purchaser to satisfy clause (i) of this sentence Warrantors shall not affect be liable for all costs and expenses incurred by either them the rights of Group Companies or the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior written consent, which shall not be unreasonably withheld or delayed. In Buyer in connection with any Tax Claim, Purchaser the conduct of such matters and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claimproceedings.

Procedure for Tax Claims. Each party hereto shall notify the chief tax officer of the other party in writing within fifteen (15) days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which give rise to a claim could affect the liability for indemnification under this Section 7.8 (“Tax Claim”)Taxes of such other party. The failure of any Indemnified Party to give timely notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense of any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) Tax Claim hereunder shall not affect the rights to indemnification hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Seller Parent shall have the right, at its sole discretion and expensediscretion, to represent the interest interests of the Company and any the Company Subsidiary in any Tax Claim relating to Pre-taxable periods ending on or before the Closing Tax Periods Date and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller Parent shall be entitled to participate at in the defense of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at SellerParent’s sole discretion and expensediscretion, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and any of its Affiliates, the Company or any the Company Subsidiary may settle or otherwise dispose of any Tax Claim or for which Seller Parent may have a liability under this Agreement without the prior written consent of SellerParent, which consent shall not may be unreasonably withheld or delayedin the reasonable discretion of Parent, unless Purchaser fully indemnifies Parent in writing with respect to such liability. If Seller Parent elects not to participate in and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c8.9(c), then Purchaser shall control control, at Purchaser’s sole expense, such Tax Claim, providedprovider, however, that (i) Purchaser shall keep Seller Parent informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller Parent the opportunity to review material any submissions related to such Tax Claim and (B) provide Seller Parent with final copies of all such submissions, and (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without SellerParent’s prior written consent, which consent shall not be unreasonably withheld delayed, conditioned or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claimwithheld.

Procedure for Tax Claims. Each party hereto shall notify the chief tax officer of the other party in writing within fifteen (15) days following receipt by such party of written notice of any pending or threatened audits, notice of deficiency, proposed adjustment, assessment, examination or other administrative or court proceeding, suit, dispute or other claim which give rise to a claim could affect the liability for indemnification under this Section 7.8 (“Tax Claim”)Taxes of such other party. The failure of any Indemnified Party to give timely notice of a claim for indemnification or defense arising under this Section 7.8 (including reasonable attorneys fees and expenses and reasonable accountants’ fees and expenses incurred by a party in the investigation or defense of any of the same or in asserting, preserving or enforcing any such party’s rights arising under this Section 7.8) Tax Claim hereunder shall not affect the rights to indemnification hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. Seller Parent shall have the right, at its sole discretion and expensediscretion, to represent the interest interests of the Company and any the Company Subsidiary in any Tax Claim relating to Pre-taxable periods ending on or before the Closing Tax Periods Date and to employ counsel of its choice; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. In the case of a Straddle Period, Seller Parent shall be entitled to participate at in the defense of any Tax Claim relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, at Seller’s Parent's sole discretion and expensediscretion, may assume the control of such Tax Claim; provided, however, that if any Tax Claim could reasonably be expected to have a material adverse effect on Purchaser, any Company, any Subsidiary or any of their affiliates in any taxable period beginning after the Closing Date, the Tax Claim shall not be settled or resolved without Purchaser’s consent, which consent shall not be unreasonably withheld or delayed. None of Purchaser, and any of its Affiliates, the Company or any the Company Subsidiary may settle or otherwise dispose of any Tax Claim or for which Seller Parent may have a liability under this Agreement without the prior written consent of SellerParent, which consent shall not may be unreasonably withheld or delayedin the reasonable discretion of Parent, unless Purchaser fully indemnifies Parent in writing with respect to such liability. If Seller Parent elects not to participate in and/or control a Tax Claim that it is entitled to participate in and/or control under this Section 7.8(c8.9(c), then Purchaser shall control control, at Purchaser's sole expense, such Tax Claim, providedprovider, however, that (i) Purchaser shall keep Seller Parent informed of all material developments related to such Tax Claim on a timely basis and shall, in good faith, (A) afford Seller Parent the opportunity to review material any submissions related to such Tax Claim and (B) provide Seller Parent with final copies of all such submissions, and (ii) the failure of Purchaser to satisfy clause (i) of this sentence shall not affect the rights of the Purchaser Indemnified Parties to indemnification hereunder, except to the extent that Seller is actually and materially prejudiced by such failure and (iii) Purchaser shall not resolve such Tax Claim without Seller’s prior Parent's written consent, which consent shall not be unreasonably withheld delayed, conditioned or delayed. In connection with any Tax Claim, Purchaser and Seller and their Affiliates shall fully cooperate in assisting the party controlling the Tax Claim to effectively resist or resolve such Claim, including providing reasonable access to such personnel, documents and records as may be necessary to resisting or resolving the Tax Claimwithheld.