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

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 11.1 (a "Tax Claim"), Buyer shall promptly notify Seller in writing of such Tax Claim. 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, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to Buyer, any of its Affiliates or any of their respective officers, directors, employees, stock holders, agents or representatives to the extent that Seller's position is actually prejudiced as a result thereof. (b) With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period), Seller shall control all proceedings taken in connection with such Tax Claim (includ- ing selection of counsel) and, without limiting the fore going, 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 and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that, unless the Tax Claim is one with respect to federal income Taxes, to the extent a Tax Claim is reasonably expected to adversely affect the liability of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax period, Buyer shall be entitled to participate in the defense of such Tax Claim at its own expense. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period. (c) Buyer, the Company, the Subsidiary and each of their respective Affiliates shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, the Company, the Subsidiary 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 or the Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a1) If a claim shall be made by any taxing authorityGovernmental Entity, which, if successful, successful might result in an indemnity payment by Shareholder to Buyer, one of its Affiliates Purchaser or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 11.1 (a "Tax Claim"), Buyer shall promptly notify Seller in writing of such Tax Claim. 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, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to Buyer, any of its Affiliates or any under Section 6.12(d) (a “Tax Claim”), Purchaser shall promptly notify Shareholder of their respective officerssuch Tax Claim in writing and in reasonable detail. Failure to provide such notice shall not limit the right of Purchaser and its Affiliates to be indemnified under Section 6.12(d), directors, employees, stock holders, agents or representatives except to the extent that Seller's position Shareholder’s ability to participate as to such Tax Claim is actually and materially prejudiced as a result thereofthereby. (b2) With respect to any Tax Claim (other than with respect to income or franchise Taxes relating to a Tax Claim relating solely to Taxes of period ending on or before the Company or the Subsidiary for a Straddle Period)Closing Date, Seller Shareholder shall control all proceedings taken in connection with such Tax Claim (includ- ing including selection of counsel) and, without limiting the fore goingforegoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority Governmental Entity with respect thereto, and mayshall either, in its sole discretion, either pay the Tax claimed and xxx for a refund on behalf of Shareholder where applicable law Applicable Law permits such refund suits suits, or contest the Tax Claim in any permissible manner; providedprovided that (i) Purchaser may at its own expense participate in the Proceedings related to such Tax Claim, however, that, unless the Tax Claim is one (ii) Shareholder shall keep Purchaser reasonably and timely informed with respect to federal income Taxesthe commencement, status and nature of such Tax Claim, (iii) Shareholder shall consider any reasonable comments proposed by Purchaser that are related to the extent a Tax Claim is reasonably expected to adversely affect the liability of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax period, Buyer shall be entitled to participate in the defense of such Tax Claim at its own expense. Seller and Buyer (iv) Shareholder shall jointly not settle, compromise or dispose of such Tax Claim without the consent of Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. (3) With respect to any Tax Claim relating to a Straddle Period, Purchaser shall have the right to control all proceedings taken Proceedings and may make any decisions in connection with any Tax Claim relating solely Proceeding related to Taxes of the Company or the Subsidiary for a such Straddle Period; provided, however, that (i) Shareholder may at the its own expense participate in the Proceedings related to such Tax Claim, if permitted by the Governmental Entity, (ii) Purchaser shall keep Shareholder reasonably and timely informed with respect to the commencement, status and nature of such Tax Claim, and (iii) Purchaser shall not settle, compromise or dispose of such Tax Proceeding without the prior written consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed. (c4) BuyerWith respect to any Tax Claim not described in Section 6.12(e)(2) or (3), Purchaser shall have the Companyright to control all Proceedings and may make any decisions in connection with such Tax Claim; provided that (i) Purchaser shall not settle, compromise or dispose of a Tax Claim with respect to a Pre-Closing Tax Period for which Shareholder may be liable under this Section 6.12 without consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed and (ii) Purchaser shall not settle, compromise or dispose of such Tax Claim in a manner that would either (x) shift income from a Post-Closing Tax Period to a Pre-Closing Tax Period or (y) shift deductions from a Pre-Closing Tax Period to a Post-Closing Tax Period, without the Subsidiary consent of Shareholder, such consent not to be unreasonably withheld, conditioned or delayed. (5) Purchaser and the Bank and each of their respective Affiliates shall cooperate with Seller Shareholder in contesting any Tax Claim, which cooperation shall include, without limitation, include the retention and (upon Seller's requestany request of Shareholder) the provision to Seller Shareholder, 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, the Company, the Subsidiary 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 or the Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any taxing authority, which, if successful, successful might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 11.1 11.01 (a "“Tax Claim"”), Buyer shall promptly notify Seller in writing of such Tax ClaimClaim in writing and in reasonable detail. 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, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to Buyer, any of its Affiliates or any of their respective officers, directors, employees, stock holdersstockholders, agents or representatives to the extent that Seller's ’s position is actually prejudiced as a result thereof. (b) With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company or the Subsidiary Company Subsidiaries for a Straddle Period), Seller shall have the right, at its own expense, to control all proceedings taken in connection with such Tax Claim (includ- ing including selection of counsel) and, without limiting the fore goingforegoing, 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 and xxx for a refund where applicable law Applicable Law permits such refund suits or contest the Tax Claim in any permissible manner; provided, howeverprovided Seller shall not enter into any settlement, that, unless the Tax Claim is one compromise or consent to judgment with respect to federal income Taxes, to the extent a such Tax Claim is reasonably expected to adversely affect without the liability prior written consent of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax periodsuch consent not to be unreasonably withheld, Buyer provided, however that Seller shall be entitled to participate settle, compromise or consent to judgment without the consent of Buyer with respect to a Tax Claim if either (1) the Tax Claim will not result in any Tax liability to the defense of Company or any Company Subsidiary in a Post-Closing Tax Period, or (2) the Tax Claim would result in such Tax Claim at its own expenseliability but such liability arises as a result of an adjustment or change in any tax attributes of the Company or any Company Subsidiary, including, without limitation, any net operating loss, tax credit or tax basis. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period. (c) BuyerSeller, Buyer and the Company, the Subsidiary Company and each of their respective Affiliates shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, Buyer or the Company, the Subsidiary Company or any of their respective Affiliates, officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's ’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company or the any Company Subsidiary for a Straddle Period without the other party's ’s prior written consent, such consent shall not be unreasonably withheld.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any taxing Tax authority, which, if successful, might would result in an indemnity payment to Buyer, Buyer or one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 11.1 11.01 (a "Tax Claim"), Buyer shall promptly notify Seller Times Mirror in writing of such Tax ClaimClaim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Buyer. If notice of a Tax Claim is not given to Seller Times Mirror within a sufficient period of time to allow Seller Times Mirror to effectively contest such Tax Claim, or in reasonable detail to apprise Seller 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 not be liable to Buyer, Buyer or any of its Affiliates or any of their respective officers, directors, employees, stock holders, agents or representatives to the extent that SellerTimes Mirror's position ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) . With respect to any Tax Claim (other than a Tax Claim relating solely Claim, Times Mirror shall, upon timely notice to Taxes of the Company or the Subsidiary for a Straddle Period)Buyer, Seller shall assume control all proceedings taken in connection with such Tax Claim (includ- ing including, without limitation, selection of counsel) and, without limiting the fore goingforegoing, may in 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 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, unless the Tax Claim is one with respect to federal income Taxes, to the extent a Tax Claim is reasonably expected to adversely affect the liability of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax period, . Buyer shall be entitled to participate in the defense of such Tax Claim at its own expense. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period. (c) Buyer, the Company, the Subsidiary and each of their respective Affiliates shall cooperate with Seller Times Mirror at Times Mirror's expense in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon SellerTimes Mirror's request) the provision to Seller 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, the Company, the Subsidiary 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 or the Subsidiary for a Straddle Period without the other party's prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) 13.8.1 If a claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to to Section 11.1 13.1, Buyer shall promptly notify Sellers in writing of such claim (a "Tax Claim"), Buyer shall promptly notify Seller in writing of such Tax Claim. If notice of a Tax Claim is not given to Seller Sellers within a sufficient period of time to allow Seller Sellers to effectively contest such Tax Claim, or in reasonable detail to apprise Seller Sellers of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller Sellers shall not be liable to Buyer, any of its affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that Sellers' position is actually prejudiced as a result thereof. 13.8.2 If a Tax Claim shall be made by any taxing authority, which, if successful, might result in an indemnity payment by Buyer to Sellers or to any of Sellers' Affiliates or any of their respective officers, directors, employees, stock holdersstockholders, agents or representatives pursuant to Section 13.1, Sellers shall promptly notify Buyer in writing of such claim. If notice of a Tax Claim is not given to Buyer within a sufficient period of time to allow Buyer to effectively contest such Tax Claim, or in reasonable detail to apprise Buyer of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Buyer shall not be liable to Sellers, any of their Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives to the extent that SellerBuyer's position is actually prejudiced as a result thereof. (b) 13.8.3 With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle PeriodPeriod or a Tax Claim for which Buyer is required to provide indemnity pursuant to Section 13.8.2), Seller Sellers shall control all proceedings taken in connection with such Tax Claim (includ- ing including selection of counsel) and, without limiting the fore goingforegoing, may in its Sellers' 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 Sellers' 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, unless the Tax Claim is one with respect to federal income Taxes, to the extent a Tax Claim is reasonably expected to adversely affect the liability of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax period, Buyer shall be entitled to participate in the defense of such Tax Claim at its own expense. Seller Sellers and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period. (c) Buyer. Buyer shall have the right, but not the Companyresponsibility, the Subsidiary and each of their respective Affiliates shall cooperate to control all proceedings taken in connection with Seller in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's request) the provision to 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, the Company, the Subsidiary 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 for which Buyer is required to Taxes of the Company or the Subsidiary for a Straddle Period without the other party's prior written consentprovide indemnity pursuant to Section 13.8.2.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any taxing authority, which, if successful, successful might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives pursuant to Section 11.1 11.01 (a "“Tax Claim"”), Buyer shall promptly notify Seller in writing of such Tax ClaimClaim in writing and in reasonable detail. 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, or in reasonable detail to apprise Seller of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller shall not be liable to Buyer, any of its Affiliates or any of their respective officers, directors, employees, stock holdersstockholders, agents or representatives to the extent that Seller's ’s position is actually prejudiced as a result thereof. (b) With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period), Seller shall control all proceedings taken in connection with such Tax Claim (includ- ing including selection of counsel) and). Seller shall, without limiting the fore goinghowever, may in its sole discretion pursue or forego keep Buyer informed of all developments on a timely basis and shall provide to Buyer copies of any and all administrative appeals, proceedings, hearings and conferences with correspondence received from the tax authority related to such Tax Claim. Seller shall not settle any taxing authority with respect thereto, and may, in 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, unless without the Tax Claim is one with respect to federal income Taxes, to the extent a Tax Claim is reasonably expected to adversely affect the liability prior written approval of Buyer, the Company which shall not be unreasonably withheld, conditioned or the Subsidiary for Taxes for a post-Closing Tax period, Buyer shall be entitled to participate in the defense of such Tax Claim at its own expensedelayed. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period. (c) Buyer, Buyer and the Company, the Subsidiary Company and each of their respective Affiliates shall cooperate with Seller in contesting any Tax Claim, which cooperation shall include, without limitation, the retention and (upon Seller's ’s request) the provision to 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, Buyer or the Company, the Subsidiary Company or any of their respective officers, directors, employees, stockholders, agents or representatives settle or otherwise compromise any Tax Claim without Seller's ’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Neither party shall settle a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a1) If a claim shall be made by any taxing authorityTaxing Authority, which, if successful, might result in an indemnity payment to Buyer, one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives Purchaser Indemnitee pursuant to Section 11.1 (a "Tax Claim"7.01(a) or to any Seller Indemnitee under Section 5.05(d)(7), Buyer Purchaser or Principal Seller shall promptly notify Seller the other party in writing of such claim (a “Tax Claim”). If notice of a Tax Claim is not given to Seller the other party within a sufficient period of time to allow Seller the other party to effectively contest such Tax Claim, or in reasonable detail to apprise Seller the other party of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller the other party shall not be liable to Buyer, any of its Affiliates or any of their respective officers, directors, employees, stock holders, agents or representatives the indemnified party to the extent that Seller's the other party’s position is actually and materially prejudiced as a result thereof. (b2) With respect to any Tax Claim (other pursuant to Section 7.01(a)(other than a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period), Principal Seller shall control all proceedings taken in connection with such Tax Claim (includ- ing including selection of counsel) and, without limiting the fore goingforegoing, may in his sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in his 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. With respect to any Tax Claim pursuant to Section 5.05(d)(7) (except to the extent governed by the next sentence of this Section 7.06(d)(2)), Purchaser shall control all proceedings 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 Taxing Authority with respect thereto, and may, in 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, unless the Tax Claim is one with respect to federal income Taxes, to the extent a Tax Claim is reasonably expected to adversely affect the liability of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax period, Buyer shall be entitled to participate in the defense of such Tax Claim at its own expense. Principal Seller and Buyer Purchaser shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle PeriodPeriod and any claim regarding the recognition of gain under Section 1374 of the Code for which both parties may have an indemnification obligation; provided, however, that (A) each of Principal Seller and Purchaser, each with counsel of his or its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim, and (B) neither Principal Seller nor Purchaser shall settle any such Tax Claim without prior written consent of the other party. (c3) Buyer, Purchaser and the Company, the Subsidiary and each of their respective Affiliates Company shall cooperate with Principal Seller in contesting any Tax ClaimClaim for which Principal Seller may be liable under Section 7.01(a), which cooperation shall include, without limitation, the retention and (upon Principal Seller's ’s request) the provision to Seller Principal 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) . In no case shall Buyer, the Company, the Subsidiary or any of their respective officers, directors, employees, stockholders, agents or representatives Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Principal Seller's ’s prior written consent. Neither party shall settle a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period without the other party's ’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. (a) If a claim shall be made by any taxing authority, which, if successful, might would result in an indemnity payment to Buyer, Buyer or one of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives affiliates pursuant to Section 11.1 8.2 (a "Tax Claim"), Buyer shall promptly notify Seller SDI in writing of such Tax Claim, stating the nature and basis of such Tax Claim and the amount thereof, to the extent known by Buyer. If notice of a Tax Claim is not given to Seller SDI within a sufficient period of time to allow Seller SDI to effectively contest such Tax Claim, or in reasonable detail to apprise Seller SDI of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, Seller SDI shall not be liable to Buyer, the Company or Buyer or any of its Affiliates or any of their respective officers, directors, employees, stock holders, agents or representatives affiliates to the extent that SellerSDI's position ability to effectively contest such Tax Claim is actually prejudiced as a result thereof. (b) . With respect to any Tax Claim (other than a Tax Claim relating solely to Taxes of the Company or the Subsidiary for a Straddle Period)Claim, Seller SDI shall control all proceedings taken in connection with such Tax Claim (includ- ing including selection of counsel) and, without limiting the fore goingforegoing, may in 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 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, thatthat SDI may not, unless without Buyer's consent, settle or close any tax matters if the results of a Tax audit or proceeding are likely to materially increase the Tax Claim is one with respect to federal income Taxes, to the extent a Tax Claim is reasonably expected to adversely affect the liability of Buyer, the Company or the Subsidiary for Taxes for a post-Closing Tax period, Buyer shall be entitled to participate in the defense of such Tax Claim at its own expense. Seller and Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes liabilities of the Company for any taxable period beginning on or after the Subsidiary for a Straddle Period. (c) Buyer, the Closing Date. The Company, the Subsidiary Buyer and each of their respective Affiliates its affiliates shall cooperate with Seller SDI in contesting any Tax Claim, which cooperation shall include, without limitation, include the retention and (upon SellerSDI's request) the provision to Seller 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; provided, however, that Seller shall reimburse Buyer for the reasonable expense of making such employees available to testify. (d) In no case shall Buyer, the Company, the Subsidiary 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 or the Subsidiary for a Straddle Period without the other party's prior written consent.