Common use of Procedures Relating to Indemnification of Tax Claims Clause in Contracts

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a Notwithstanding the provisions of Section 10.3 hereof, if, after the Closing Date, any Indemnified Party receives any notice, letter, correspondence, claim shall be made by or decree relating to Taxes from any taxing authorityauthority (“Tax Notice”) and, whichupon receipt of such Tax Notice, if successfulbelieves it has suffered or potentially could suffer any Damages relating to Taxes, might result in an indemnity payment the Indemnified Party shall promptly deliver such Tax Notice to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim")Indemnifying Party; provided, however, that the failure of the Indemnified Party to give such notice provide the Tax Notice to the Indemnifying Party shall not affect the -------- ------- indemnification provided hereunder rights of Indemnified Party, except to the extent that the Sellers have been actually and materially Indemnifying Party is prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment the Indemnified Party’s failure to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of deliver such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax ClaimNotice. Notwithstanding the foregoingprovisions of Section 10.3, (i) the Sellers Indemnifying Party shall not have the right to handle, defend, conduct and control any Tax audit or other proceeding involving the Company that relates to such Tax Notice, but the Indemnified Party shall have the right to participate in such Tax audit or proceeding at its own expense. The Indemnifying Party shall also have the right to compromise or settle any such Tax Claim without audit or other proceeding that it has the prior written consent of authority to control pursuant to the Buyerpreceding sentence subject to the Indemnified Party’s consent, which consent shall not be unreasonably withheld, (ii) . If the Buyer, and counsel of its own choosing, shall have the right Indemnifying Party fails within a reasonable time after notice to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle defend any such Tax Claim without Notice or the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon requestresulting audit or proceeding as provided herein, the provision to Indemnifying Party shall be bound by the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimresults obtained by the Indemnified Party in connection therewith.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the BuyerXxxxxx, one of its affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a11.1(a)(ii), then the Buyer shall give notice to the Sellers notify Accel in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If notice of a Tax Claim is not given to Accel within a sufficient period of time to allow Accel to effectively contest such Tax Claim, howeveror in reasonable detail to apprise Accel of the nature of the Tax Claim, that the failure to give such notice Accel shall not affect the -------- ------- indemnification provided hereunder except be liable to Xxxxxx, any of its affiliates or any of their respective officers, directors employees, stockholders, agents or representatives to the extent the Sellers have been that Accel's position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of any Target Corporation for a taxable period ending on or prior to December 31Straddle Period), 1998, the Sellers Accel shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, proceedings hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided. However, however, that the Sellers must first consult Xxxxxx can participate in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any such Tax Claim at its own expense. Accel cannot enter any settlement or compromise which affects the post-closing period without the prior written consent of the BuyerLyndon's consent, which consent shall will not be unreasonably withheld, (ii) the Buyer, . Accel and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer Xxxxxx shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company any Target Corporation for a Straddle Period. Neither In no case shall Xxxxxx, any of the Sellers nor the Buyer shall Target Corporations or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any such Tax Claim without the Accel's prior written consent of the otherconsent, which will not be unreasonably withheld. The Buyer Neither party shall control all proceedings with respect to any settle a Tax Claim relating solely to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct Taxes of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on Target Corporations for a Straddle Period without the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimparty's prior written consent.

Procedures Relating to Indemnification of Tax Claims. If Reasonably promptly after a party becomes aware of the existence of a Tax issue that may give rise to an indemnification claim under Section 7.01 (a “Tax Controversy”) by it against the other party, the indemnified party shall be made by any taxing authoritynotify the indemnifying party of the Tax Controversy, which, if successful, might result in an indemnity payment and thereafter shall promptly forward to the Buyer, one indemnifying party copies of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant communications and written notices with a Taxing Authority relating to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim")Controversy; provided, however, that the failure to give forward such notice communications and written notices to the indemnifying party shall not affect release the -------- ------- indemnification provided hereunder indemnifying party from any of its obligations under Section 7.01 except to the extent that the Sellers have been actually and materially indemnifying party is prejudiced as a result of by such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result Except as provided in an indemnity payment to either of the Sellers or one of their affiliates pursuant to this Section 9(a7.06(d), then the Sellers shall give upon notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998indemnified party, the Sellers shall control all proceedings indemnifying party may elect to control, and may make all decisions taken in connection with such Tax Claim (including selection of counsel) andelect, without limiting the foregoingat its sole cost and expense, may in their to have sole discretion pursue in handling, settling or forego contesting any and all administrative appealsaudit inquiry, proceedingsinformation request, hearings and conferences with audit proceeding, suit, contest or any taxing authority with respect thereto, and may, in their sole discretion, either pay the other action (a “Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action Proceeding”) with respect to the conduct of a Tax Claim. Notwithstanding Controversy for which it would be required to indemnify the foregoing, other party; provided that (i) the Sellers indemnifying party’s counsel is reasonably satisfactory to the indemnified party and (ii) the indemnifying party shall not settle any Tax Claim Proceeding with respect to a Tax Controversy on a basis that would adversely affect the indemnified party without obtaining the prior indemnified party’s written consent of the Buyerconsent, which consent shall not be unreasonably withheld. If the indemnifying party does not elect to control a Tax Proceeding with respect to a Tax Controversy pursuant to this Section 7.06(d), (ii) then the Buyerindemnified party shall have discretion in handling, settling or contesting such Tax Proceeding. The indemnified party shall not settle any Tax Controversy without obtaining the indemnifying party’s written consent, which shall not be unreasonably withheld. Seller and Purchaser shall jointly control, and counsel of its own choosing, shall each have the right to participate fully in all aspects of the defense of such Tax Claimactivities and strategic decisions with respect to, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating Proceedings for which each party would be required to Taxes indemnify the other party with respect to one or more Tax issues. Seller may assume sole control of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to proceeding for any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have Straddle Period if it acknowledges in writing that it has sole liability for any right to participate Taxes that might arise in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If any taxing authority shall notify a party hereto that it is making a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment by Mariner LLC or a subsidiary to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives an Indemnified Management Shareholder pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert B.1 (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers such party shall give notice to the Buyer Mariner LLC (or, if such party is Mariner LLC, Mariner LLC shall give notice to each Management Shareholder) in writing of such Tax Claim; provide, however, that Claim within five days of becoming aware of the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result existence of such failureTax Claim. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers Mariner LLC shall thereafter control at its sole risk and expense all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel and settlement thereof) and, without limiting the foregoing, may in their its sole discretion and at its sole risk and expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed on behalf of the relevant Indemnified Management Shareholder and sue xxx for a refund where applicable law permits such refund suits or contest the or settle such Tax Claim in any other permissible manner; provided, however, that (i) Mariner LLC shall not have the Sellers must first consult in -------- ------- good faith with authority to extend the Buyer before taking any action statute of limitations with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written relevant Indemnified Management Shareholder's consent of the Buyer, (which consent shall not be unreasonably withheld, ) and (ii) Mariner LLC's control of any contest or proceeding shall be limited to issues with respect to the Buyer, Tax Claim and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer relevant Indemnified Management Shareholder shall be entitled to have its representatives settle or contest, in his or her sole and absolute discretion, any other issue raised by the Internal Revenue Service or any other taxing authority. If Mariner LLC elects to pay the relevant Tax on behalf of an Indemnified Management Shareholder and sue xxx a refund, Mariner LLC shall indemnify and hold harmless the Indemnified Management Shareholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in Section B.1) for any "taxes" (as defined in subsection B.4(c)) arising from such payment on such Indemnified Management Shareholder's behalf. In addition, Mariner LLC shall indemnify and hold harmless the Indemnified Management Shareholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in Section B.1) for any taxes arising from the payment of expenses by Mariner LLC incident to such contest or proceeding of such Tax Claim (including counselwithout limitation fees and disbursements of counsel and experts retained by Mariner LLC. If a claim by a taxing authority involves multiple issues, accountants the contest of some of which are controlled by Mariner LLC hereunder, and consultants) attend the contest of others of which are controlled by an Indemnified Management Shareholder hereunder, and participate in any it is impossible to sever such administrative and judicial meetingsissues, conferences, hearings and other proceedings the choice of whether to pay the taxes relating to such multiple issues and sue xxx a refund (where available) or, instead, to contest such multiple issues without payment (such as in United States Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may beCourt), shall be made by the relevant taxing authority. The Sellers and party (Mariner LLC or the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes Indemnified Management Shareholder) controlling the contest of the Company issues involving the larger potential liability for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimtaxes.

Procedures Relating to Indemnification of Tax Claims. If a claim Acquiror or Shareholder, as the case may be, shall be made promptly notify the other in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authorityauthority which may affect the liability of the other party under this Section 11.1 (each, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such . Such notice shall describe the ------------ --------- asserted Tax Claim in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim. If notice of a Tax Claim is not affect given by a party to the -------- ------- indemnification provided hereunder except other party within a sufficient period of time to allow the other party to effectively contest such Tax Claim, or in reasonable detail to apprise the other party of the nature of the Tax Claim or if an indemnified party otherwise fails to follow the requirements of this Section 11.8, the amount of any indemnity ------------ payment pursuant to Section 11.1 shall be reduced, to the extent that the Sellers have been other ------------ party is harmed or its position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim relating to a taxable Target for any period ending on or prior to December 31the Effective Time, 1998at Shareholder's election (to be made not later than 10 business days following Shareholder's receipt of a notification from Acquiror that (i) Surviving Entity has received from a taxing authority a first offer of settlement or (ii) Surviving Entity proposes to make a first offer of settlement to a taxing authority), except as set forth herein, Shareholder shall have the Sellers shall control all proceedings sole right to represent Shareholder's or Target's interest(s) in any Tax audit or administrative or court proceeding and may make all decisions taken in connection with such Tax Claim (including selection to employ counsel of counsel) its choice, and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect theretothereto (collectively, "Tax Proceedings"), and --------------- may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, provided however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, Acquiror shall have the sole right to participate fully -------- ------- represent the Surviving Entity's interest in any Tax Proceedings related to all aspects of Taxes for the defense of such period after the Effective Date, including, but not limited to, any period after the Effective Date and before the Effective Time, and Shareholder's right to control any Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings Proceedings relating to such Tax Claim, (iv) Taxes for the Buyer period after the Effective Date and before the Effective Time shall be entitled limited to have its representatives those issues and matters affecting Income Taxes relating to the Target for such periods. Acquiror shall cooperate fully with Shareholder (including counselincluding, accountants and consultants) attend and participate but not limited to, by granting to Shareholder a power of attorney reasonably necessary to represent Target in any such administrative audit or proceeding and judicial meetingsby causing Target, conferencesat Shareholder's reasonable request, hearings to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which Shareholder controls pursuant hereto), timely make available to Shareholder all data and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken information reasonably requested by Shareholder in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, Proceedings and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings Tax Proceedings relating to such Tax Claim. Subject to the foregoing, Shareholder shall have sole control of all Tax Proceedings undertaken in connection with any Tax Claim relating to the Taxes of the Target for the period prior to the Effective Time, and Acquiror and Surviving Entity shall have sole control of all Tax Proceedings undertaken in connection with any Tax Claim relating to the Taxes of the Surviving Entity after the Effective Time; provided, however, that neither the Shareholder nor -------- ------- any of its respective officers, directors, employees, stockholders, agents or representatives will settle or otherwise compromise any Tax Claim which includes a position not consistent with prior Tax practice of the Target and which may have an adverse effect upon the Acquiror's Taxes without the prior written consent of Surviving Entity, which shall not be unreasonably withheld or delayed. In no case shall Acquiror, Surviving Entity or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim relating to any period prior to the Effective Date without the prior written consent of Shareholder, which shall not be unreasonably withheld or delayed.

Procedures Relating to Indemnification of Tax Claims. If a claim Buyer or ----------------------------------------------------- Seller, as the case may be, shall be made promptly notify the other in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authorityauthority which may affect the liability of the other party under this Section 11(a) (each, which, if successful, might result a "Tax Claim"). Such notice shall describe the --------- asserted Tax Claim in an indemnity payment reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim. If notice of a Tax Claim is not given by a party to the Buyerother party within a sufficient period of time to allow the other party to effectively contest such Tax Claim, one or in reasonable detail to apprise the other party of the nature of the Tax Claim or if an indemnified party otherwise fails to follow the requirements of this Section 11(i), the other party shall not be liable to such party, any of its affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives and the amount of any indemnity payment pursuant to Section 9(a)11(a) shall be reduced, then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent that the Sellers have been other party is harmed or its position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), at Seller's election (to be made not later than 10 business days following Seller's receipt of a notification from Buyer that (i) the Company has received from a taxing authority a first offer of settlement or (ii) the Company proposes to make a first offer of settlement to a taxable period ending on taxing authority), Seller shall have the sole right to represent the Company's interests in any Tax audit or prior administrative or court proceeding and to December 31employ counsel of its choice, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not Seller may settle any Tax Claim without issues and take any other actions in its discretion in connection with such audit or proceedings, and the prior written consent results of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense exercise by Seller of such Tax Claim, (iii) the Sellers right shall inform the Buyer, reasonably promptly in advance, of the date, time be final and place of all administrative binding on Buyer and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the its affiliates. Buyer shall be entitled cooperate fully with Seller (including, but not limited to, by granting to have its representatives (including counsel, accountants and consultants) attend and participate Seller a power of attorney reasonably necessary to represent the Company in any such administrative audit or proceeding and judicial meetingsby causing the Company, conferencesat Seller's reasonable request, hearings to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which Seller controls pursuant hereto), timely make available to Seller all data and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken information reasonably requested by Seller in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all audit or proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. In no case shall Buyer, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company for a Straddle Period without the other party's prior written consent; provided, -------- however, that if either party shall refuse to consent to any settlement that the ------- other party proposed to accept (a "Proposed Settlement"), then (A) the liability ------------------- with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and (B) the other party shall be responsible for all expenses incurred thereafter in connection with the contest of such Tax audit or proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in Each party ----------------------------------------------------- entitled to an indemnity payment with respect to Taxes pursuant to the Buyer, one provisions of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert 10 herein (a "Tax ClaimIndemnified Party") agrees to give written notice to the indemnifying party (the "Tax Indemnitor") of the receipt of any written notice by the Tax Indemnified Party or an affiliate of such Tax Indemnified Party (including, in the case where any Buyer is the Tax Indemnified Party, the Company or its affiliates) which involves the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought within 10 days of such receipt or such earlier time as would allow the Tax Indemnitor to timely respond to such claim, demand, action or proceeding, and the Tax Indemnified Party shall give the Tax Indemnitor such information with respect thereto as the Tax Indemnitor may reasonably request. The Tax Indemnitor may discharge, at any time, its indemnity obligations by paying the Tax Indemnified Party the amount of the applicable loss, calculated on the date of such payment. The Tax Indemnitor may, at its own expense, participate in and, upon notice to the Tax Indemnified Party, assume control of the defense of any such claim, demand, suit, action or proceeding (including any Tax audit). If the Tax Indemnitor elects to assume control of the defense, the Tax Indemnitor shall have sole control over the conduct of the defense, including the decision whether to settle, litigate, or pay and xxx for a refund, but the Tax Indemnified Party shall be permitted to participate in any such action and shall be kept fully informed about the progress of any such action; provided, however, that that, the failure to give such notice Tax Indemnitor shall not affect the admit any liability with -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31settle such claim, 1998demand, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, action or proceeding without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the Indemnified Party's prior written consent of the Buyerconsent, which consent shall not be unreasonably withheld. Whether or not the Tax Indemnitor chooses to defend or prosecute any claim, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers parties hereto shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate cooperate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information defense or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimprosecution thereof.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made to an indemnified party by any taxing authority, which, if successful, might result in an indemnity payment pursuant to Section 9.01 (a "Tax Claim") by any indemnifying party, the Buyerindemnified party shall promptly notify the indemnifying party in writing of such Tax Claim. Failure to give notice of a Tax Claim shall not affect the rights of the indemnified party, one any of its affiliates Affiliates or any of their its respective officers, directors, officers, employees, stockholders, agents or representatives pursuant representatives, to Section 9(a), then indemnification unless the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and indemnifying party's position is materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Pre-Closing Tax Claim Period (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for other than a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. Neither ), the Sellers nor shall control all audits or proceedings taken in connection with such Tax Claim; provided, however, that the Buyer shall settle have the right to participate in any such audit or proceeding to the extent that any such audit or proceeding may affect the Tax Claim liability of the Buyer, any of its Affiliates or the Company for any period ending after the Closing Date and to employ counsel of its choice at its own expense for purposes of such participation. Notwithstanding anything to the contrary contained or implied in this Agreement, without the prior written consent approval of the other. The Buyer shall control all proceedings with respect to Buyer, neither the Sellers nor any Tax Claim relating to a taxable period beginning after December 31, 1998. None Affiliate of the Sellers shall have agree or consent to compromise or settle, either administratively or after the commencement of litigation, any right to participate issue or claim arising in the conduct of any such audit or proceeding. The Buyer shall, and shall cause or otherwise agree or consent to any Tax liability, to the extent that any such compromise, settlement, consent or agreement may affect the Tax liability of the Buyer, any of its Affiliates, or the Company and each of its affiliates, on for any period ending after the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Closing Date. Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.Matters

Procedures Relating to Indemnification of Tax Claims. (a) If a claim for Taxes shall be made by any taxing authorityTaxing Authority in writing, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a)5.4.11, then the Buyer shall give notice to ("Indemnified Party") shall, within 90 days of such written claim, notify the Sellers Seller ("Indemnifying Party") in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure . (b) With respect to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a any Tax Claim shall be made by any taxing authority, which, if successful, which might result in an indemnity payment to either of the Sellers or one of their affiliates Buyer Indemnitees thereof pursuant to Section 9(a5.4.11, except as provided in the final sentence of this (b), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion and at its sole expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a such Tax Claim. Notwithstanding the foregoingIn connection with such proceedings, (i) Seller shall keep the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place Buyer informed of all administrative significant developments and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings events relating to such Tax Claim and (vii) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and have the right to participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle (but not control) any such Tax Claim without the prior written consent of the otherproceedings. The Buyer shall control all proceedings cooperate with Seller and Holdco in contesting such Tax claim. The contest of any Tax Claim that relates to (A) Taxes which are being shared by the Seller and Buyer pursuant to Section 5.4.2, (B) Taxes for a Straddle Period of the Transferred Corporation, or (C) Taxes for a Straddle Period of a Transferor (other than Taxes with respect to any a Tax Claim relating to a taxable period beginning after December 31, 1998. None Return described in (a)(v) of Section 5.4.5) shall be jointly controlled by the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax ClaimSeller.

Procedures Relating to Indemnification of Tax Claims. If a claim an inquiry shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant Acquiror Indemnitee relating to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert Payment Taxes (a "Tax Claim"), Intercardia shall as promptly as reasonably practicable notify Interneuron in writing of such claim; provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer Interneuron has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31Claim, 1998, the Sellers Intercardia shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel reasonably acceptable to Interneuron) and Interneuron shall be entitled to participate in any such proceedings and, without limiting the foregoing, Intercardia may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, Intercardia may either pay the Tax tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers Interneuron shall not settle have no liability for indemnification under this Section 10 for any Tax Claim Claims if any payment of the tax claimed was made by Intercardia without the Interneuron's prior written consent of the Buyerconsent, which consent shall not be unreasonably withheld, and (ii) Interneuron may, upon written request, assume control of such proceedings including, without limiting the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects generality of the defense foregoing, assuming the rights of such Tax Claim, (iii) Intercardia in the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time preceding clause and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer Intercardia shall be entitled to have its representatives (including counsel, accountants and consultants) attend and continue to participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, Intercardia and Interneuron shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon request, ) the provision to the requesting person party of records and information which are reasonably relevant to such Tax Claim, and in making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be is made by any taxing Tax authority, which, if successful, might result in an indemnity payment to the Buyer, Buyer or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to under Section 9(a11(a), then the Buyer shall give notice to the Sellers promptly notify Seller in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If notice of a Tax Claim ("Tax Notice") received by any of Buyer, howeverthe Company, that or the failure Subsidiaries after the Closing Date is not given to give Seller within a sufficient period of time to allow Seller to effectively contest such notice Tax Claim, Seller shall not affect be liable to Buyer or any of its affiliates to the -------- ------- indemnification provided hereunder extent that Seller's position is actually prejudiced as a result thereof. Seller shall control all proceedings, including selection of counsel, taken in connection with any Tax Claim (except to the extent the Sellers have been actually and materially prejudiced as a result Tax Claim relates to Taxes of such failure. If the Company or the Subsidiaries for a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, period that the failure to give such notice shall includes (but does not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December end on) July 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel1999) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any taxing Tax authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and xxx sue for a refund where applicable law permits such refund suits suxxx (subject to Buyer's obligations, if any, with respect to such Taxes under Section 11(a) and Buyer's rights, if any, with respect to such refund under Section 12(c)) or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, Seller and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to the extent it relates to Taxes of any of the Company or the Subsidiaries for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December that includes (but does not end on) July 31, 19981999. None Each of Buyer, the Sellers shall have any right to participate in Company, the conduct of any such proceeding. The Buyer shallSubsidiaries, and their respective affiliates shall cause the Company and each of its affiliates, on the one hand, to, and each cooperate with Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax ClaimClaim (with reimbursement by Seller of reasonable out-of-pocket expenses (but not compensation payments to or with respect to employees) of any such person incurred in connection therewith, except to the extent the Tax Claim relates to Taxes of any of the Company or the Subsidiaries for a Tax period that includes (but does not end on) July 31, 1999), which cooperation shall include the retention and, and (upon Seller's request, ) the provision to the requesting person Seller of records and information which that are reasonably relevant to such the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such the Tax Claim. In no case shall any of Buyer, the Company, or the Subsidiaries admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without Seller's prior written consent, which shall not be unreasonably withheld. In no case shall Seller admit any liability with respect to, or settle, compromise or discharge, any Tax Claim relating to Taxes of any of the Company or the Subsidiaries for a Tax period that includes (but does not end on) July 31, 1999 without Buyer's prior written consent, which shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might would result in an indemnity payment to the Buyer, Mosbx xx one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives subsidiaries pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert 11.1 (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer Mosbx xxxll promptly notify Times Mirror in writing of such Tax Claim; provideClaim stating the nature and basis of such Tax Claim and the amount thereof, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent known by Mosbx. Xx notice of a Tax Claim is not given to Times Mirror within a sufficient period of time to allow Times Mirror to effectively contest such Tax Claim, or in reasonable detail to apprise Times Mirror of the Buyer has been nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Times Mirror shall not be liable to Mosbx xx any of its affiliates to the extent that Times Mirror's ability to effectively contest such Tax Claim is actually and materially prejudiced as a result of such failurethereof. 59 With respect to any Tax Claim relating to a taxable period ending on or prior to December 31Claim, 1998, the Sellers Times Mirror shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; , provided, however, that the Sellers must first Times Mirror shall consult with Acquiror and shall act in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct settlement or compromise of any such proceedingissue or matter that may have a material adverse effect on the Tax Liability of Mosbx xx its subsidiaries for a Post-Closing taxable year or period or an Interim Period. The Buyer shallAcquiror, Mosbx Xxxent and shall cause the Company and Mosbx xxx each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably their respective affiliates shall cooperate with Times Mirror in contesting any Tax Claim, which cooperation shall include the retention and, and (upon Times Mirror's request, ) the provision to the requesting person Times Mirror of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Mosbx xxx defend any audit or proceedings, without any effect on its right to indemnification under Section 11.1, if Times Mirror does not answer such defense.

Procedures Relating to Indemnification of Tax Claims. If any taxing authority shall notify a party hereto that it is making a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment by Newco to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives an Indemnified Management Stockholder pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert subsection B.4(a) (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers such party shall give notice to the Buyer Newco (or, if such party is Newco, Newco shall give notice to each Management Stockholder) in writing of such Tax Claim; provide, however, that Claim within five days of becoming aware of the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result existence of such failureTax Claim. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers Newco shall thereafter control at its sole risk and expense all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel and settlement thereof) and, without limiting the foregoing, may in their its sole discretion and at its sole risk and expense pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed on behalf of the relevant Indemnified Management Stockholder and sue xxx for a refund where applicable law permits such refund suits or contest the or settle such Tax Claim in any other permissible manner; provided, however, that (i) Newco shall not have the Sellers must first consult in -------- ------- good faith with authority to extend the Buyer before taking any action statute of limitations with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written relevant Indemnified Management Stockholder's consent of the Buyer, (which consent shall not be unreasonably withheld, ) and (ii) Newco's control of any contest or proceeding shall be limited to issues with respect to the Buyer, Tax Claim and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer relevant Indemnified Management Stockholder shall be entitled to have its representatives settle or contest, in his or her sole and absolute discretion, any other issue raised by the Internal Revenue Service or any other taxing authority. If Newco elects to pay the relevant Tax on behalf of an Indemnified Management Stockholder and sue xxx a refund, Newco shall indemnify and hold harmless the Indemnified Management Stockholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in subsection B.4(a)) for any "taxes" (as defined in subsection B.4(d)(iii)) arising from such payment on such Indemnified Management Stockholder's behalf. In addition, Newco shall indemnify and hold harmless the Indemnified Management Stockholder (on a fully grossed-up, after-tax basis, determined in a manner analogous to that described in subsection B.4(a)) for any taxes arising from the payment of expenses by Newco incident to such contest or proceeding of such Tax Claim (including counselwithout limitation fees and disbursements of counsel and experts retained by Newco. If a claim by a taxing authority involves multiple issues, accountants the contest of some of which are controlled by Newco hereunder, and consultants) attend the contest of others of which are controlled by an Indemnified Management Stockholder hereunder, and participate in any it is impossible to sever such administrative and judicial meetingsissues, conferences, hearings and other proceedings the choice of whether to pay the taxes relating to such multiple issues and sue xxx a refund (where available) or, instead, to contest such multiple issues without payment (such as in United States Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may beCourt), shall be made by the relevant taxing authority. The Sellers and party (Newco or the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes Indemnified Management Stockholder) controlling the contest of the Company issues involving the larger potential liability for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimtaxes.

Procedures Relating to Indemnification of Tax Claims. If a party indemnified against a Tax liability under Section 11(a) (the "tax indemnified party") has notice of a formal or informal claim shall be made for such Tax liability by any taxing authority, which, if successful, might result in an indemnity payment to such party, the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant tax indemnified party shall promptly notify the party obligated to Section 9(a), then make such payment (the Buyer shall give notice to the Sellers "tax indemnifying party") in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If notice of a Tax Claim of which the tax indemnified party has notice is not given to the tax indemnifying party within a sufficient period of time to allow the tax indemnifying party to effectively contest such Tax Claim, howeveror in reasonable detail to apprise the tax indem nifying party of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice Tax Claim, the tax indemnifying party shall not affect be liable to the -------- ------- indemnification provided hereunder except tax indemnified party to the extent that the Sellers have been actually and materially position of the tax indemnifying party is prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of any of the Sold Subsid iaries for a taxable period ending on or prior to December 31, 1998Straddle Period), the Sellers tax indemnifying party shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers tax indemnifying party and the Buyer tax indemnified party shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company any Sold Subsidiary for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to Period or any Tax Claim relating to a taxable period beginning after December 31, 1998. None that has any effect (other than direct liability for any Taxes for which indemnity is provided) on the tax indemnified party in the reasonable judgment of the Sellers shall have any right to participate in the conduct of any such proceedingtax indemnified party. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller tax indemnified party and its affiliates, on affiliates shall cooperate with the other hand, shall, reasonably cooperate tax indemnifying party in contesting any Tax Claim, which cooperation shall include include, without limitation, retaining and (upon the retention and, upon tax indemnifying party's request, the provision ) providing to the requesting person of tax indemnifying party records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The tax indemnifying party shall reimburse the tax indemnified party for reasonable third party legal fees and expenses arising from any Tax Claim not controlled (either solely or jointly) by such tax indemnifying party. In no case shall the tax indemnified party settle or otherwise compromise any Tax Claim without the tax indemnifying party's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any of the Sold Subsidiaries for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. If either Seller or Buyer receives a written claim shall be made by from any taxing authority, whichauthority that, if successful, might would result in an indemnity payment to the Buyer, Seller or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert affiliates (a "Tax Claim"); provided, however, that the failure to give party receiving such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of promptly notify the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer other party in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim (other than those relating solely to Taxes of any Company for a taxable period ending on or prior to December 31, 1998Straddle Period), the Sellers indemnifying party shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the other party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of indemnifying party); provided, however, that in no case shall the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not indemnifying party settle or otherwise compromise any Tax Claim without the other party's prior written consent of the Buyerconsent, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the . Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the any Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle Buyer, Seller, any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and their respective affiliates shall cooperate with each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon request, ) the provision to the requesting person of records and information which to the other party that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives an indemnified party pursuant to Section 9(a11(a), then the Buyer party receiving such claim shall give notice to promptly notify the Sellers other party in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If the indemnified party receives notice of a Tax Claim from a taxing authority and fails to notify the indemnifying party thereof within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, howeveror in reasonable detail to apprise the indemnifying party of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice Tax Claim, the indemnifying party shall not affect be liable to the -------- ------- indemnification provided hereunder except indemnified party with respect to such Tax Claim to the extent that the Sellers have been indemnifying party's position is actually and materially prejudiced as a result of such failurethereof. If a Tax Claim The indemnifying party shall be made by any taxing authority, which, if successful, might result in an indemnity payment have the right (at its own cost and expense) to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such any Tax Claim (including selection of counselcounsel not reasonably objected to by the indemnified party) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx sue for a refund where applicable law Applicable Law permits such refund suits suixx or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with indemnifying party shall not, without the Buyer before taking indemnified party's prior written consent, enter into any action with respect to the conduct compromise or settlement of a Tax ClaimClaim that would adversely affect the indemnified party. Notwithstanding The indemnifying party shall keep the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place indemnified party informed of all administrative material developments and judicial meetings, conferences, hearings and other proceedings events relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without (including providing to the prior indemnified party, upon request, copies of all written consent of the other. The Buyer shall control all proceedings with respect materials pertaining to any such Tax Claim relating to a taxable period beginning after December 31Claim), 1998. None of and the Sellers indemnified party or its authorized representative shall have any right be entitled, at the indemnified party's cost and expense, to participate in the conduct of all conferences, meetings and proceedings relating to any such proceedingTax Claim. The Buyer shall, and indemnified party shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate with the indemnifying party in contesting any Tax Claim, which cooperation shall include the retention and, and (upon the indemnifying party's request, ) the provision to the requesting person indemnifying party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. So long as the indemnifying party is diligently defending a Tax Claim, neither the indemnified party nor any of its officers, directors, employees, stockholders, agents or representatives shall settle or otherwise compromise any Tax Claim without the indemnifying party's prior written consent. No party shall settle a Tax Claim relating solely to Taxes of the Company or any Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. If a claim an inquiry shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant Acquiror Indemnitee relating to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert Payment Taxes (a "Tax Claim"), Intercardia shall as promptly as reasonably practicable notify Interneuron in writing of such claim; provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer Interneuron has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31Claim, 1998, the Sellers Intercardia shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel reasonably acceptable to Interneuron) and Interneuron shall be entitled to participate in any such proceedings and, without limiting the foregoing, Intercardia may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, Intercardia may either pay the Tax tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers Interneuron shall not settle have no liability for indemnification under this Section 10 for any Tax Claim Claims if any payment of the tax claimed was made by Intercardia without the Interneuron's prior written consent of the Buyerconsent, which consent shall not be unreasonably withheld, and (ii) Interneuron may, upon written request, assume control of such proceedings including, without limiting the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects generality of the defense foregoing, assuming the rights of such Tax Claim, (iii) Intercardia in the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time preceding clause and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer Intercardia shall be entitled to have its representatives (including counsel, accountants and consultants) attend and continue to participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, Intercardia and Interneuron shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon request, ) the provision to the requesting person party of records and information which are reasonably relevant to such Tax Claim, and in making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a party (the Buyer"First Party"), one of its affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives pursuant to this Section 9(a)12.1, then the Buyer First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the Sellers other party (the "Second Party") in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure of the First Party to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer Second Party has been actually and materially prejudiced as a result of such failurefailure (except the Second Party shall not be liable for any expenses incurred during the period in which the First Party failed to give such notice). With respect to any Tax Claim relating to a taxable period ending on or prior to December 31Pre-Closing Tax Period for which Xxxxxx has indemnified MergerCo, 1998, the Sellers Xxxxxx shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with With respect to any Tax Claim relating related to a taxable period beginning after December 31Post-Closing Tax Period or with respect to which MergerCo has otherwise indemnified Xxxxxx, 1998MergerCo shall control proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. None of To the Sellers extent that any Tax Claim relates to both a Pre-Closing Tax Period and a Post-Closing Tax Period, or to a Tax Claim for which both parties may be obligated, Xxxxxx and MergerCo shall have any right to jointly participate in the conduct resolution of any such proceeding. The Buyer shall, Tax Claim and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate proceed in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision good faith to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on achieve a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claimagreeable result.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to a party (the Buyer"First Party"), one of its affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives pursuant to this Section 9(a)12.1, then the Buyer First Party shall promptly and in any event no more than 30 days following the First Party's receipt of written notice of such claim, give notice to the Sellers other party (the "Second Party") in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure of the First Party to give such notice 100 105 shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer Second Party has been actually and materially prejudiced as a result of such failurefailure (except the Second Party shall not be liable for any expenses incurred during the period in which the First Party failed to give such notice). With respect to any Tax Claim relating to a taxable period ending on or prior to December 31Pre-Closing Tax Period for which Bordxx xxx indemnified MergerCo, 1998, the Sellers shall Bordxx xxxll control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with With respect to any Tax Claim relating related to a taxable period beginning after December 31Post-Closing Tax Period or with respect to which MergerCo has otherwise indemnified Bordxx, 1998XxrgerCo shall control proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed or sue xxx a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. None of To the Sellers extent that any Tax Claim relates to both a Pre-Closing Tax Period and a Post-Closing Tax Period, or to a Tax Claim for which both parties may be obligated, Bordxx xxx MergerCo shall have any right to jointly participate in the conduct resolution of any such proceeding. The Buyer shall, Tax Claim and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate proceed in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision good faith to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on achieve a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.agreeable result. 106

Procedures Relating to Indemnification of Tax Claims. If either Seller or Buyer receives a written claim shall be made by from any taxing authority, whichauthority that, if successful, might would result in an indemnity payment to the Buyer, Seller or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert affiliates (a "Tax Claim"); provided, however, that the failure to give party receiving such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of promptly notify the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer other party in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim (other than those relating solely to Taxes of any Company for a taxable period ending on or prior to December 31, 1998Straddle Period), the Sellers indemnifying party shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner; provided. The indemnifying party shall, however, consider in good faith the advice of the indemnified party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect all such decisions shall be left to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent sole discretion of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, indemnifying party). Buyer and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer Seller shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the any Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all Period except for proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31Taxes of an Affiliated Group, 1998which shall be controlled by Seller. None of the Sellers shall have Buyer, Seller, any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and their respective affiliates shall cooperate with each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon request, ) the provision to the requesting person of records and information which to the other party that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim communication shall be made received by the Buyer from any taxing authority, the subject matter of which, if successfulsuccessfully asserted as a claim against the Buyer (a "Tax Claim"), might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a11(a), then the Buyer shall give prompt notice to the person designated by the Sellers to serve as their representative for such purpose (the "Sellers' Representative") in writing of such claim communication and of any counterclaim the Buyer proposes to assert (in the event the subject matter of such communication is asserted as a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority; and further, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provideprovided, however, that the failure to give receipt of any such communication by a Seller who at the time of such receipt is an employee of the Buyer or Xxxxx shall constitute provision of such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result Sellers' Representative for purposes of such failurethis Section 11(g). With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998the Closing Date, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselcounsel and other representatives) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner, and the Buyer will otherwise use commercially reasonable efforts to cooperate with the Sellers' Representative acting on behalf of the Sellers to the extent reasonably necessary to enable the Sellers' Representative to represent the Sellers in the proceedings arising in connection with such Tax Claim; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any significant action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue revene agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company Xxxxx for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998the Closing Date. None of the Sellers shall have any right to participate in the conduct of any such proceedingproceeding except to the extent that such participation is reasonably necessary in order to provide assurance to the Sellers that the Buyer remains in compliance with the provisions of this Section 11. The Buyer shall, and shall cause the Company Xxxxx and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Neither the Buyer nor any of the Sellers nor the Sellers' Representative acting on behalf of the Sellers shall take or omit to take any action as a result of which the assertion of a tax liability subject to indemnification under Section 11(a) is substituted by a taxing authority for the withdrawal of or other omission to assert a tax liability not subject to indemnification under Section 11(a), or vice versa, in either event for the purpose of either avoiding or obtaining the payment of an indemnity under this Section 11.

Procedures Relating to Indemnification of Tax Claims. If a written claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, Buyer or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a15(a), then the Buyer shall give notice to promptly notify the Sellers Shareholder in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); . If notice of a Tax Claim ("Tax Notice") received by the Buyer, the Company or any of its Subsidiaries after the Closing Date is not given to the Shareholder within a sufficient period of time to allow the Shareholder to effectively contest such Tax Claim (provided, howeverthat in no event will such period be less than 20 business days), that the failure to give such notice Shareholder shall not affect be liable to the -------- ------- indemnification provided hereunder except Buyer or any of its affiliates to the extent that the Sellers have been Shareholder's position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim relating (except to the extent it relates to Taxes of the Company and its Subsidiaries for a taxable period ending on or prior to December 31, 1998Straddle Period), the Sellers Shareholder shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, provided that the Sellers must first consult in -------- ------- good faith with Shareholder shall take no position that would adversely affect the Buyer before taking any action with respect to Company and its Subsidiaries after the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authorityClosing Date. The Sellers Shareholder and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to the extent it relates to Taxes of the Company and its Subsidiaries for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31Buyer, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and its Subsidiaries and each of its affiliates, on their respective affiliates shall cooperate with the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate Shareholder in contesting any Tax ClaimClaim at the expense of the Shareholder, which cooperation shall include include, without limitation, the retention and, and (upon the Shareholder's request, ) the provision to the requesting person Shareholder of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Buyer or the Company settle or otherwise compromise any Tax Claim without the Shareholder's prior written consent, which consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be is made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates Buyer or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Seller under Section 9(a11(a), then 11(b)(iii) or 11(c)(vi), the Buyer indemnified party shall give notice to promptly notify the Sellers indemnifying party in writing of such claim and of any counterclaim the Buyer proposes to assert (a "“Tax Claim"”); provided. If notice of a Tax Claim (“Tax Notice”) received by the indemnified party after the Closing Date is not given to the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, however, the indemnifying party shall not be liable to the indemnified party to the extent that the failure indemnifying party’s position is actually prejudiced as a result thereof. The indemnifying party shall control, at its sole expense, all proceedings, including selection of counsel reasonably satisfactory to give such notice shall not affect the -------- ------- indemnification provided hereunder indemnified party, taken in connection with any Tax Claim (except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment relates to either Taxes of the Sellers Company or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to Subsidiaries for a taxable period ending on or prior to December 31, 1998, that includes (but does not end on) the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counselClosing Date) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any taxing authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and xxx sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers Seller shall not settle any Tax Claim without the prior written consent of the Buyercontrol, which consent shall not be unreasonably withheldat its sole expense, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such the final Income Tax Claim, (iv) Returns including the Buyer shall be entitled to have its representatives (including counsel, accountants Company and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to Subsidiaries for periods ending on or before the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authorityClosing Date. The Sellers indemnified party and the Buyer indemnifying party shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to the extent it relates to Taxes of any of the Company or the Subsidiaries for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998that includes (but does not end on) the Closing Date. None Each of the Sellers indemnified party and the indemnifying party and their respective affiliates shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax ClaimClaim (with reimbursement by the indemnifying party of reasonable out–of–pocket expenses (but not compensation payments to or with respect to employees) of any indemnified party incurred in connection therewith, except to the extent the Tax Claim relates to Taxes of any of the Company or the Subsidiaries for a taxable period that includes (but does not end on) the Closing Date), which cooperation shall include the retention and, upon request, and the provision to the requesting person of records and information which that are reasonably relevant to such the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such the Tax Claim. In no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not be unreasonably withheld; provided, that Seller may admit liability with respect to, or settle, compromise or discharge any Tax Claim relating to Income Taxes of the Company or the Subsidiaries for the Pre-Closing Tax Period excluding the Closing Date without the consent of Buyer.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be is made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, Buyer or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives Affiliates pursuant to Section 9(a)11.5 above, then the Buyer shall give notice to the Sellers will promptly notify Seller in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If notice of a Tax Claim is not given to Seller within a sufficient period of time to allow Seller to effectively contest such Tax Claim, howeveror in reasonable detail to apprise Seller of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice shall Tax Claim, Seller will not affect the -------- ------- indemnification provided hereunder except be liable to Buyer or any of its Affiliates to the extent the Sellers have been that Seller's position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to a Taxes of the Company for any taxable period ending on or prior to December 31that includes (but does not end on) the Closing Date (a "Straddle Period"), 1998, the Sellers shall Seller will control all proceedings and may make all decisions taken in connection with such Tax Claim (including without limitation selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx sue for a refund where applicable applicxxxe law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the . Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly will control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. Neither Buyer, the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31Company, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each their respective Affiliates will cooperate with Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include will include, without limitation, the retention and, and (upon Seller's request, ) the provision to the requesting person Seller of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case will Buyer or the Company settle or otherwise compromise any Tax Claim without Seller's prior written consent. In no case will the Seller be entitled to settle or to contest any claim relating to Taxes if the settlement of, or an adverse judgment with respect to, the claim would be likely, in the good faith judgment of the Indemnified Party, to cause the liability for any Tax of the Indemnified Party or of any Affiliate of the Indemnified Party for any taxable period ending after the Closing Date to increase (including without limitation by making any election or taking any action having the effect of making any election, by deferring the inclusion of any amount in income or by accelerating the deduction of any amount or the claiming of any credit) or to take a position that, if applied to any taxable period ending after the Closing Date, would be adverse to the interest of the Indemnified Party or any Affiliate of the Indemnified Party.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be is made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer or Sellers under Section 10.01, the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then indemnified party shall promptly notify the Buyer shall give notice to the Sellers indemnifying party in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If notice of a Tax Claim ("Tax Notice") received by the indemnified party after the Closing Date is not given to the indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim, however, that the failure to give such notice indemnifying party shall not affect be liable to the -------- ------- indemnification provided hereunder except indemnified party to the extent that the Sellers have been indemnifying party's position is actually and materially prejudiced as a result thereof. The indemnifying party shall control, at its sole expense, all proceedings, including selection of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice counsel reasonably satisfactory to the Buyer in writing of such Tax Claim; provideindemnified party, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such any Tax Claim (including selection except as set forth below) and subject to the consent right of counsel) the indemnified party set forth in the next paragraph of this Section 10.7 and, without limiting the foregoing, may in their sole discretion with the consent of the indemnified party pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with any taxing authority with respect thereto, thereto and may, in their sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, manner so long as (i) the indemnifying party notifies the indemnified Party in writing within fifteen (15) days after the indemnified party has given notice of the Tax Claim that the Sellers must first consult indemnifying party will indemnify the indemnified party from and against the entirety of any adverse consequences the indemnified party may suffer from, arising out of, relating to, in -------- ------- good faith the nature of, or caused by the Tax Claim, (ii) any proposed settlement of, or an adverse judgment with respect to, the Tax Claim will not establish a precedential custom or practice adverse to the continuing business interests of the Buyer or the Companies or otherwise have an adverse effect on a Tax position of the Buyer or the Companies for periods beginning on or after, or including, the Closing Date, and (iii) the indemnifying party conducts the defense of the Tax Claim actively and diligently. So long as the indemnifying party is conducting the defense of the Tax Claim in accordance with the Buyer before taking preceding sentence, the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Tax Claim. In the event that any action of the conditions set forth above is or becomes unsatisfied, (i) the indemnified party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Tax Claim in any manner it reasonably may deem appropriate, provided that the indemnified party will not consent to the conduct entry of a any judgment or enter into any settlement without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed, (ii) the indemnifying party will reimburse the indemnified party promptly and periodically for the costs of defending against the Tax Claim (including reasonable attorney's fees and expenses), and (iii) the indemnifying party will remain responsible for any adverse consequences the indemnified party may suffer resulting from, arising out of, relating to, or caused by the Tax Claim. Notwithstanding the foregoing, (i) the U.S. Sellers or Xxxxxxx shall not settle any Tax Claim without the prior written consent of the Buyercontrol, which consent shall not be unreasonably withheldat their sole expense, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Income Taxes of the Company for a Straddle PeriodU.S. Sellers. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent Each of the other. The Buyer indemnified party and the indemnifying party and their respective affiliates shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax ClaimClaim (with reimbursement by the indemnifying party of reasonable out-of-pocket expenses (but not compensation payments to or with respect to employees) of any indemnified party incurred in connection therewith), which cooperation shall include the retention and, upon request, and the provision to the requesting person of records and information which that are reasonably relevant to such the Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to the Tax Claim. Except as set forth above, in no case shall the indemnified party or the indemnifying party or their respective affiliates admit any liability with respect to, or settle, compromise, or discharge, any Tax Claim without prior written consent of the other party, which shall not be unreasonably withheld or delayed; provided, that Sellers or Xxxxxxx may admit liability with respect to, or settle or compromise, any Tax Claim relating to Income Taxes of the U.S. Sellers without the consent of Buyer. If a Tax Claim includes Taxes for a Straddle Period, Sellers (if the claims for Taxes for which Sellers can reasonably be expected to be liable exceeds the claim for which Buyer can be expected to be liable) or otherwise Buyer (Sellers, on the one hand, or Buyer, on the other hand, the "Controlling Party") shall be entitled to conduct the defense of said Tax Claim. In such case, the other party (the "Non-Controlling Party") shall be entitled to participate fully (at its expense) in the conduct of such Tax ClaimClaim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld, taking into account for this purpose any precedential custom or practice that may be established).

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives an indemnified party pursuant to Section 9(a11(a), then the Buyer indemnified party shall promptly give notice to the Sellers in writing indemnifying party of such claim and of any counterclaim the Buyer proposes to assert (a "“Tax Claim"”); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If notice of a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice is not given to the Buyer in writing indemnifying party within a sufficient period of time to allow the indemnifying party to effectively contest such Tax Claim; provide, howeveror in reasonable detail to apprise the indemnifying party of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice Tax Claim, the indemnifying party shall not ------- ------- affect the indemnification provided hereunder except be liable to the extent indemnified party. The indemnifying party shall have the Buyer has been actually and materially prejudiced as a result of such failure. With respect right to any Tax Claim relating to a taxable period ending on or prior to December 31, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company indemnified party and each of its affiliates, on their respective affiliates shall cooperate with the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate indemnifying party in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon the indemnifying party’s request, ) the provision to the requesting person indemnifying party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the indemnified party settle or otherwise compromise any Tax Claim without the indemnifying party’s prior written consent. Seller shall not settle any Tax Claim relating to the Company in a manner that could adversely affect Buyer or the Company without prior written consent of Buyer, such consent not to be unreasonably withheld. No party shall settle a Tax Claim relating to Taxes of the Company for a Straddle Period without the other party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. If a claim Buyer or Seller, as the case may be, shall be made promptly 71 66 notify the other in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its affiliates has been informed in writing by any taxing authorityauthority which may affect the liability of the other party under this Section 11(a) (each, which, if successful, might result a "Tax Claim"). Such notice shall describe the asserted Tax Claim in an indemnity payment reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect of any such asserted Tax Claim. If notice of a Tax Claim is not given by a party to the Buyerother party within a sufficient period of time to allow the other party to effectively contest such Tax Claim, one or in reasonable detail to apprise the other party of the nature of the Tax Claim or if an indemnified party otherwise fails to follow the requirements of this Section 11(i), the other party shall not be liable to such party, any of its affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives and the amount of any indemnity payment pursuant to Section 9(a)11(a) shall be reduced, then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent that the Sellers have been other party is harmed or its position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), at Seller's election (to be made not later than 10 business days following Seller's receipt of a notification from Buyer that (i) the Company has received from a taxing authority a first offer of settlement or (ii) the Company proposes to make a first offer of settlement to a taxable period ending on taxing authority), Seller shall have the sole right to represent the Company's interests in any Tax audit or prior administrative or court proceeding and to December 31employ counsel of its choice, 1998, the Sellers shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and sue xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not Seller may settle any Tax Claim without issues and take any other actions in its discretion in connection with such audit or proceedings, and the prior written consent results of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense exercise by Seller of such Tax Claim, (iii) the Sellers right shall inform the Buyer, reasonably promptly in advance, of the date, time be final and place of all administrative binding on Buyer and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the its affiliates. Buyer shall be entitled cooperate fully with Seller (including, but not limited to, by granting to have its representatives (including counsel, accountants and consultants) attend and participate Seller a power of attorney reasonably necessary to represent the Company in any such administrative audit or proceeding and judicial meetingsby causing the Company, conferencesat Seller's reasonable request, hearings to take such requested actions in the defense against or compromise of any claim in any Tax audit or proceeding which Seller controls pursuant hereto), timely make available to 72 67 Seller all data and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken information reasonably requested by Seller in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all audit or proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include the retention and, upon request, the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making make employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. In no case shall Buyer, the Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company for a Straddle Period without the other party's prior written consent; provided, however, that if either party shall refuse to consent to any settlement that the other party proposed to accept (a "Proposed Settlement"), then (A) the liability with respect to the subject matter of the Proposed Settlement of the party who proposed to accept the Proposed Settlement shall be limited to the amount that such liability would have been if the Proposed Settlement had been accepted and (B) the other party shall be responsible for all expenses incurred thereafter in connection with the contest of such Tax audit or proceeding except to the extent that the final settlement imposes less liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have imposed.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authorityTaxing Authority, which, if successful, might result in an indemnity payment to a party (the Buyer"First Party"), one of its affiliates Affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives pursuant to this Section 9(a)9.4, then the Buyer First Party shall promptly and in any event no more than 30 days following the First Party's receipt of such claim, give notice to the Sellers other party (the "Second Party") in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided, however, that the failure to give such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim relating to a taxable period ending on any Pre-Closing Tax Period or prior to December 31, 1998any Straddle Period, the Sellers applicable Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed (with its own funds) and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct extent that the settlement of an issue raised in such a Tax Claim. Notwithstanding proceeding could materially affect the foregoingliability for Taxes of Buyer or an IPC Entity for any period ending after the Closing Date, (i) the Sellers applicable Seller shall not settle any Tax Claim such issue without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, . The applicable Seller shall have the right to participate fully in all aspects keep Buyer informed of the defense progress of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the otherproceeding. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31the Closing Date; provided, 1998. None however, that to the extent that the settlement of an issue raised in such a proceeding could materially affect the liability for Taxes of the Sellers applicable Seller or an IPC Entity for any Pre-Closing Tax Period (or portion thereof), the Buyer shall have any right to participate in not settle such issue without the conduct consent of the applicable Seller, which shall not be unreasonably withheld. The Buyer shall keep the applicable Seller informed of the progress of any such Tax Claim and proceeding. The Buyer shallSeller, and shall cause the Company Buyer, each of the Companies (as applicable) and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, their respective Affiliates shall reasonably cooperate with each other in contesting any Tax Claim, which cooperation shall include the retention and, upon requestthe request of the party or parties controlling proceedings relating to such Tax Claim, the provision to the requesting person such party or parties of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might would result in an indemnity payment to the Buyer, Buyer or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert 8.2 (a "Tax Claim"); provided, however, that the failure to give such notice Buyer shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer promptly notify SDI in writing of such Tax Claim; provide, howeverstating the nature and basis of such Tax Claim and the amount thereof, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent known by Buyer. If notice of a Tax Claim is not given to SDI within a sufficient period of time to allow SDI to effectively contest such Tax Claim, or in reasonable detail to apprise SDI of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, SDI shall not be liable to the Company or Buyer has been or any of its affiliates to the extent that SDI's ability to effectively contest such Tax Claim is actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim relating to a taxable period ending on or prior to December 31Claim, 1998, the Sellers SDI shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that SDI may not, without Buyer's consent, settle or close any tax matters if the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct results of a Tax Claim. Notwithstanding audit or proceeding are likely to materially increase the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes liabilities of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning on or after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceedingClosing Date. The Company, Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably affiliates shall cooperate with SDI in contesting any Tax Claim, which cooperation shall include the retention and, and (upon SDI's request, ) the provision to the requesting person SDI of records and information which that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives Buyer Indemnitee pursuant to Section 9(a)9.01, then the Buyer shall give notice to the Sellers promptly notify Seller in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax TAX Claim"); provided. If notice of a Tax Claim is not given to Seller within a sufficient period of time to allow Seller or its Affiliates to effectively contest such Tax Claim, howeveror in reasonable detail to apprise Seller of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice Tax Claim, Seller shall not affect the -------- ------- indemnification provided hereunder except be liable to any Buyer Indemnitee, to the extent the Sellers have been that Seller's (or any of its Affiliates') position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes for a taxable period ending on Straddle Period), Seller or prior to December 31, 1998, the Sellers its Affiliates shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith . Seller shall provide Buyer with the Buyer before taking any action copies of all material documents with respect to the conduct of a aforementioned Tax Claimclaims. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, Seller or its Affiliates and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31Buyer, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliatestheir respective Affiliates, on the one hand, to, and each Seller and its affiliatesAffiliates, on the other hand, shall, reasonably shall cooperate with each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon the other party's request, ) the provision to the requesting person of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall any Buyer Indemnitee settle or otherwise compromise any Tax Claim without Seller's prior written consent (which consent may not be unreasonably withheld). Neither party shall settle a Tax Claim relating solely to Taxes of the Transferred Subsidiaries for a Straddle Period without the other party's prior written consent (which consent may not be unreasonably withheld).

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing Tax authority, which, if successful, might would result in an indemnity payment to the Buyer, Buyer or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives Affiliates pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert 11.01 (a "Tax Claim"); provided, however, that the failure to give such notice Buyer shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer promptly notify Times Mirror in writing of such Tax Claim; provideClaim stating the nature and basis of such Tax Claim and the amount thereof, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent known by Buyer. If notice of a Tax Claim is not given to Times Mirror within a sufficient period of time to allow Times Mirror to effectively contest such Tax Claim, or in reasonable detail to apprise Times Mirror of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, neither Times Mirror nor Seller shall be liable to Buyer has been or any of its Affiliates to the extent that Times Mirror's ability to effectively contest such Tax Claim is actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim relating Claim, Times Mirror shall, upon timely notice to a taxable period ending on or prior to December 31Buyer, 1998, the Sellers shall assume control all proceedings and may make all decisions taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing Taxing authority with respect thereto, thereto and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agentcooperate with Times Mirror at Times Mirror's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate expense in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon Times Mirror's request, ) the provision to the requesting person Times Mirror of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to the Buyer, one of its affiliates or any of their respective officers, directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a12(a), then the Buyer shall give notice to the Sellers notify Seller in writing of such claim and of any counterclaim the Buyer proposes to assert (a "Tax Claim"); provided. If notice of a Tax Claim is not given to Seller within a sufficient period of time to allow Seller to effectively contest such Tax Claim, howeveror in reasonable detail to apprise Seller of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice Tax Claim, Seller shall not affect the -------- ------- indemnification provided hereunder except be liable to Buyer, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent the Sellers have been that Seller's position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of any Company or Subsidiary for a taxable period ending on or prior to December 31Straddle Period), 1998, the Sellers Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, Seller and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the any Company or Subsidiary for a Straddle Period. Neither the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent Buyer, each of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of Companies and the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company Subsidiaries and each of its affiliates, on the one hand, to, and each their respective affiliates shall cooperate with Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon Seller's request, ) the provision to the requesting person Seller of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall Buyer, any of the Companies or the Subsidiaries or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of any Company or Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. If a claim shall be made by any taxing Taxing authority, which, if successful, might result in an indemnity payment to the Buyer, Purchaser or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a)7.4, then the Buyer Purchaser shall give notice to promptly notify the Sellers Seller in writing of such claim and of any counterclaim the Buyer proposes to assert (a "TAX CLAIM"). If notice of a Tax Claim is not given to the Seller within a sufficient period of time to allow the Seller to effectively contest such Tax Claim"); provided, howeveror in reasonable detail to apprise the Seller of the nature of the Tax Claim, that in each case taking into account the failure facts and circumstances with respect to give such notice Tax Claim, the Seller shall not affect be liable to the -------- ------- indemnification provided hereunder except Purchaser or any of its Affiliates to the extent that the Sellers have been Seller's position is actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failurethereof. With respect to any Tax Claim (other than a Tax Claim relating solely to a Taxes of Gibraltar for any taxable period ending on or prior to December 31, 1998that includes (but does not end on) the Closing Date), the Sellers Seller shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing Taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx sxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not settle any Tax Claim without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers Seller and the Buyer Purchaser shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company Gibraltar for a Straddle Period. Neither The Purchaser and the Sellers nor the Buyer shall settle any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company Seller and each of its affiliates, on the their respective Affiliates shall fully cooperate with one hand, to, and each Seller and its affiliates, on the other hand, shall, reasonably cooperate another in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon the other party's request, ) the provision to the requesting person such other party of records and information which are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. In no case shall the Purchaser settle or otherwise compromise any Tax Claim without the Seller's prior written consent. Nothing contained herein shall require the Purchaser to contest a Tax Claim if the Purchaser shall waive in writing the payment by the Seller of any amount that might otherwise be payable by the Seller pursuant to this Agreement in respect of such Tax Claim.

Procedures Relating to Indemnification of Tax Claims. If either Seller or Buyer receives a written claim shall be made by from any taxing authority, whichauthority that, if successful, might would result in an indemnity payment to the Buyer, Seller or one of its affiliates or any of their respective directors, officers, employees, stockholders, agents or representatives pursuant to Section 9(a), then the Buyer shall give notice to the Sellers in writing of such claim and of any counterclaim the Buyer proposes to assert affiliates (a "Tax Claim"); provided, however, that the failure to give party receiving such notice shall not affect the -------- ------- indemnification provided hereunder except to the extent the Sellers have been actually and materially prejudiced as a result of such failure. If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to either of promptly notify the Sellers or one of their affiliates pursuant to Section 9(a), then the Sellers shall give notice to the Buyer other party in writing of such Tax Claim; provide, however, that the failure to give such notice shall not ------- ------- affect the indemnification provided hereunder except to the extent the Buyer has been actually and materially prejudiced as a result of such failure. With respect to any Tax Claim (other than those relating solely to Taxes of any Company for a taxable period ending on or prior to December 31, 1998Straddle Period), the Sellers indemnifying party shall control all proceedings and may make all decisions taken in connection with such Tax Claim (including including, without limitation, selection of counsel) and, without limiting the foregoing, may in their its sole discretion pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in their its sole discretion, either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the such Tax Claim in any permissible manner. The indemnifying party shall, however, consider in good faith the advice of the other party concerning the most appropriate forum in which to proceed and other related matters (it being understood, however, that all such decisions shall be left to the sole discretion of indemnifying party); provided, however, -------- -------- that in no case shall the Sellers must first consult in -------- ------- good faith with the Buyer before taking any action with respect to the conduct of a Tax Claim. Notwithstanding the foregoing, (i) the Sellers shall not indemnifying party settle or otherwise compromise any Tax Claim without the other party's prior written consent of the Buyerconsent, which consent shall not be unreasonably withheld, (ii) the Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the defense of such Tax Claim, (iii) the Sellers shall inform the Buyer, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim, (iv) the . Buyer shall be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Tax Claim and (v) the Sellers shall provide to the Buyer all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Tax Claim promptly upon receipt from, or in advance of submission to (as the case may be), the relevant taxing authority. The Sellers and the Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating solely to Taxes of the any Company for a Straddle Period. Neither the Sellers nor the Buyer shall settle Buyer, Seller, any such Tax Claim without the prior written consent of the other. The Buyer shall control all proceedings with respect to any Tax Claim relating to a taxable period beginning after December 31, 1998. None of the Sellers shall have any right to participate in the conduct of any such proceeding. The Buyer shall, and shall cause the Company and each of its affiliates, on the one hand, to, and their respective affiliates shall cooperate with each Seller and its affiliates, on the other hand, shall, reasonably cooperate in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, and (upon request, ) the provision to the requesting person of records and information which to the other party that are reasonably relevant to such Tax Claim, and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim.