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

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 If one Party is responsible for the payment of Taxes pursuant to Section 9.7.1 (the “Tax Indemnifying Party”), and the other Party (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such Party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.7.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and 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 proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. 9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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. 9.7.2.4 In no case shall the Tax Indemnified Party, the Company or any of their respective officers, directors, employees, stockholders or Representatives 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 the Company for a Straddle Period without the other Party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 (a) If one Party is responsible a claim for the Taxes shall be made by any Taxing Authority in writing, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.7.1 5.4.11, the Buyer ("Indemnified Party") shall, within 90 days of such written claim, notify the “Tax Seller ("Indemnifying Party”), and the other Party (the “Tax Indemnified Party”") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such claim (a "Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such Party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof"). 9.7.2.2 (b) With respect to any Tax ClaimClaim which might result in an indemnity payment to the Buyer Indemnitees thereof pursuant to Section 5.4.11, except as provided in the Tax Indemnifying Party final sentence of this (b), Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative proceedings 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 in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. 9.7.2.3 The Tax Indemnified Party . In connection with such proceedings, (i) Seller shall keep the Buyer informed of all significant developments and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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 events relating to such Tax Claim. 9.7.2.4 In no case Claim and (ii) the Buyer shall have the right to participate in (but not control) any such proceedings. The Buyer shall cooperate with Seller and Holdco in contesting such Tax Indemnified Party, the Company or any claim. The contest of their respective officers, directors, employees, stockholders or Representatives settle or otherwise compromise any Tax Claim without that relates to (A) Taxes which are being shared by the Tax Indemnifying Party’s prior written consent. Neither Party shall settle a Tax Claim relating solely Seller and Buyer pursuant to Section 5.4.2, (B) Taxes of the Company for a Straddle Period without of the Transferred Corporation, or (C) Taxes for a Straddle Period of a Transferor (other Party’s prior written consentthan Taxes with respect to a Tax Return described in (a)(v) of Section 5.4.5) shall be jointly controlled by the Buyer and Seller.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 (i) If one Party party is responsible for the payment of Taxes pursuant to Section 9.7.1 6.16(a) (the “Tax Indemnifying Party”), and the other Party party (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim relating to Taxes (a “Tax Claim”) with respect to such Taxes), the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such Party party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders stockholders, agents or Representativesrepresentatives) to the extent that the Tax Indemnifying Party Party’s position is actually prejudiced as a result thereof. 9.7.2.2 (ii) With respect to any Tax ClaimClaim for which the Tax Indemnifying Party acknowledges in writing its liability under this Section 6.16, the Tax Indemnifying Party shall assume and 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 proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the (A) Seller and the Purchaser Buyer shall jointly control at their own expense all proceedings taken in connection with any such Tax Claim. 9.7.2.3 The , and shall not settle any such Tax Indemnified Party Claim without the other party’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed) if such Tax Claim relates (1) to Taxes of any of the Acquired Subsidiaries for a Straddle Period or (2) to Taxes for which Buyer or its Affiliates is liable and each to Taxes for which Seller or its Affiliates is liable, (B) if any Tax Claim reasonably could be expected to adversely affect (1) any of its respective Buyer, the Acquired Subsidiaries, or their Affiliates in any Post-Closing Tax Period, then the Tax Claim shall cooperate with not be resolved, settled or compromised without Buyer’s consent, which consent will not be unreasonably withheld, conditioned or delayed or (2) any of Seller, the Acquired Subsidiaries, the ADC Foreign Subsidiaries or their Affiliates in any Pre-Closing Tax Period, then the Tax Claim shall not be resolved, settled or compromised without Seller’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and (C) the Tax Indemnifying Party shall not be entitled to assume and control the proceedings taken in contesting any connection with a Tax ClaimClaim if, which cooperation shall include taking into account the retention and (upon maximum amount payable under the Tax Indemnifying Party’s request) the provision to Claim assuming it were adversely determined, the Tax Indemnifying Party is insolvent or subject to the jurisdiction of records a court in a Title 11 or similar case. (iii) In the event that the Seller and information which are reasonably relevant to such Tax Claim, and making employees available Buyer cannot agree on a mutually convenient basis to provide additional information or explanation the calculation of any material provided hereunder or to testify at proceedings amount relating to Taxes or the interpretation or application of any provision of this Agreement relating to Taxes (including the purchase price allocation referred to in Section 3.5 hereof), such Tax Claimdispute shall be resolved by an internationally recognized accounting firm mutually agreeable to Seller and Buyer, whose decision shall be final and binding upon all Persons involved and whose expenses shall be shared equally by Seller and Buyer. 9.7.2.4 In no case shall (iv) Notwithstanding anything herein to the Tax Indemnified Partycontrary, the Company parties agree that the “Current Deferred Tax Liability” set forth on the Business Balance Sheet in the amount of $341,250 (as such amount is adjusted through the Closing Date) relating to the potential payment of Malaysian withholding Taxes for accrued but unpaid services owing to a related party, to the extent all or any portion of their respective officerssuch liability remains outstanding on the Closing Date Working Capital Statement, directors, employees, stockholders reflects the currently applicable withholding tax rate of ten percent (10%) under Malaysian law and neither party will make a claim for or Representatives 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 the Company for a Straddle Period without seek indemnification from the other Party’s party to the extent that such withholding rate fluctuates above or below ten percent (10%) after the Closing Date but prior written consentto the date on which such withholding must be computed and remitted to the Malaysian authorities.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 (a) If one Party is responsible a claim for the Taxes shall be made by any Taxing Authority in writing, which, if successful, might result in an indemnity payment of Taxes pursuant to Section 9.7.1 5.4.11, the Buyer ("Indemnified Party") shall, within 90 days of such written claim, notify the “Tax Seller ("Indemnifying Party”), and the other Party (the “Tax Indemnified Party”") receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such claim (a "Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such Party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof"). 9.7.2.2 (b) With respect to any Tax ClaimClaim which might result in an indemnity payment to the Buyer Indemnitees thereof pursuant to Section 5.4.11, except as provided in the Tax Indemnifying Party final sentence of this (b), Seller shall assume and control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion and at its sole expense pursue or forego any and all administrative proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in 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 in the case of a Tax Claim relating solely to Taxes of the Company for a Straddle Period, the Seller and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. 9.7.2.3 The Tax Indemnified Party . In connection with such proceedings, (i) Seller shall keep the Buyer informed of all significant developments and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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 events relating to such Tax Claim. 9.7.2.4 In no case Claim and (ii) the Buyer shall have the right to participate in (but not control) any such proceedings. The Buyer shall cooperate with Seller and Holdco in contesting such Tax Indemnified Party, the Company or any claim. The contest of their respective officers, directors, employees, stockholders or Representatives settle or otherwise compromise any Tax Claim without that relates to (A) Taxes which are being shared by the Tax Indemnifying Party’s prior written consent. Neither Party shall settle a Tax Claim relating solely Seller and Buyer pursuant to Section 5.4.2, (B) Taxes of the Company for a Straddle Period without of the Transferred Corporation, or (C) Taxes for a Straddle Period of a Transferor (other Party’s prior written consentthan Taxes with respect to a Tax Return described in (a)(v) of Section 5.4.5) shall be jointly controlled by the Buyer and Seller.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 (a) If one Party is responsible for a claim shall be made by any Governmental Authority, which, if successful, might result in an indemnity payment to the payment of Taxes Buyer or its affiliates pursuant to Section 9.7.1 (6.5, the “Tax Indemnifying Party”), and Buyer shall promptly notify the other Party (the “Tax Indemnified Party”) receives notice Seller in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such Party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof). 9.7.2.2 (b) With respect to any Tax Claim, the Tax Indemnifying Party Seller shall assume and 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 proceedings appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may, in its sole reasonable 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. All costs and expenses incurred in connection with such proceedings shall be borne by the Seller. In the event that the Seller elects not to control such proceedings, however, that in the case of a Tax Claim relating solely to Taxes Buyer shall control such proceedings and the Seller shall bear all of the Company for a Straddle PeriodBuyer’s reasonable costs and expenses in connection therewith. Notwithstanding the foregoing, the Seller and the Purchaser Buyer shall jointly control all proceedings taken in connection with any Tax Claim relating solely to Taxes for a Straddle Period. Neither party shall settle a Tax Claim relating solely to Taxes of the Sold Companies or the Subsidiaries for a Straddle Period without the other party’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed; and which consent shall be considered to be unreasonable withheld if such Tax Claimsettlement has no adverse effect on the other party). 9.7.2.3 (c) The Tax Indemnified Party Buyer and each of its respective Affiliates affiliates (including after the Closing, the Sold Companies, the Venture Entities and the Subsidiaries), on the one hand, and the Seller and its subsidiaries, on the other hand, shall cooperate with the Tax Indemnifying Party each other in contesting any Tax Claim, which cooperation shall include include, without limitation, the retention and, at the contesting party’s request and (upon the Tax Indemnifying Party’s request) expense, the provision to the Tax 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. 9.7.2.4 In no case shall the Tax Indemnified Party, the Company or any of their respective officers, directors, employees, stockholders or Representatives 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 the Company for a Straddle Period without the other Party’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 9.6.2.1 If one Party party is responsible for the payment of Taxes pursuant to Section 9.7.1 9.6.1 (the “Tax Indemnifying Party”), and the other Party party (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If notice of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such Party party effectively to contest such Tax Claim, or in reasonable detail to apprise such Party party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders stockholders, agents or Representativesrepresentatives) to the extent that the Tax Indemnifying Party position is actually prejudiced as a result thereof. 9.7.2.2 9.6.2.2 With respect to any Tax Claim, the Tax Indemnifying Party shall assume and 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 proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx sxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the a Company or Subsidiary for a Straddle Period, the Seller Sellers and the Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim, further provided, that in the case of the settlement of any Tax Claim that can be reasonably expected to impact the Taxes of any Company or Subsidiary for any Tax period other than a Pre-Closing Tax Period, the prior written consent of the Purchaser shall be required (which consent may not be unreasonably conditioned, withheld or delayed). 9.7.2.3 9.6.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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. 9.7.2.4 9.6.2.4 In no case shall the Tax Indemnified Party, the Company Companies, the Subsidiaries, or any of their respective officers, directors, employees, stockholders stockholders, agents or Representatives representatives settle or otherwise compromise any Tax Claim without the Tax Indemnifying Party’s prior written consent. Neither Party party shall settle a Tax Claim relating solely to Taxes of the any Company or Subsidiary for a Straddle Period without the other Partyparty’s prior written consent.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 (a) If one Party is responsible for the a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment of Taxes to any Purchaser Indemnitee pursuant to Section 9.7.1 (the “Tax Indemnifying Party”10.02(a), and the other Party (the “Tax Indemnified Party”) receives notice Purchaser shall promptly notify Parent of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a “Tax Claim”) with respect ). Failure to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim. If give notice of a Tax Claim is not given to the Tax Indemnifying Party Parent within a sufficient period of time and in reasonably sufficient detail to allow such Party Parent to effectively to contest such Tax Claim, or in reasonable detail Claim shall affect the liability of Parent to apprise such Party of the nature of the Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) Purchaser Indemnitee only to the extent that the Tax Indemnifying Party Parent’s position is actually and materially prejudiced as a result thereof. 9.7.2.2 With respect to any Tax Claim, the Tax Indemnifying Party (b) Parent shall assume and 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 proceedings with any taxing authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company or any Subsidiary for a Straddle Pre-Closing Tax Period, and may make all decisions in connection with such Tax Claim; provided, however, that (i) Purchaser and counsel of its own choosing shall have the Seller right to participate fully in all aspects of the prosecution or defense of such Tax Claim, and (ii) Parent shall not settle any such Tax Claim without the prior written consent of Purchaser (not to be unreasonably withheld). Parent and Purchaser shall jointly control all proceedings taken in connection with any such Tax Claim. 9.7.2.3 The Tax Indemnified Party and each of its respective Affiliates shall cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation shall include the retention and (upon the Tax Indemnifying Party’s request) the provision to the Tax 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. 9.7.2.4 In no case shall the Tax Indemnified Party, the Company or any of their respective officers, directors, employees, stockholders or Representatives 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 the Company or any Subsidiary for a Straddle Period Period, and neither party shall settle any such Tax Claim without the other Party’s prior written consentconsent of the other party (not to be unreasonably withheld); provided, however, that Purchaser and its Affiliates shall have sole control of any such Tax Claim arising with respect to any Tax Return filed by Purchaser or an Affiliate (other than the Company or any Subsidiary) on an affiliated, consolidated, combined or unitary group basis. Purchaser shall control all proceedings with respect to all other Tax Claims.

Procedures Relating to Indemnification of Tax Claims. 9.7.2.1 (1) If one Party is responsible for the a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment of Taxes to any Purchaser Indemnitee pursuant to Section 9.7.1 (the “Tax Indemnifying Party”7.01(a) or to any Seller Indemnitee under Section 5.05(d)(7), and Purchaser or Principal Seller shall promptly notify the other Party (the “Tax Indemnified Party”) receives notice party in writing of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other such claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party shall promptly notify the Tax Indemnifying Party in writing of such Tax Claim). If notice of a Tax Claim is not given to the Tax Indemnifying Party other party within a sufficient period of time to allow such Party the other party to effectively to contest such Tax Claim, or in reasonable detail to apprise such Party 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 Indemnifying Party Claim, the other party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders or Representatives) indemnified party to the extent that the Tax Indemnifying Party other party’s position is actually and materially prejudiced as a result thereof. 9.7.2.2 (2) With respect to any Tax ClaimClaim pursuant to Section 7.01(a)(other than a Tax Claim relating solely to Taxes of the Company for a Straddle Period), Principal Seller shall control all proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, 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 Indemnifying Party 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 assume and 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 proceedings appeals, proceedings, hearings and conferences with any taxing authority Taxing Authority with respect thereto, . Principal Seller and may, Purchaser shall jointly control all proceedings taken in its sole discretion, either pay the Tax claimed and xxx for a refund or contest the Tax Claim in connection with any permissible manner; provided, however, that in the case of a Tax Claim relating solely to Taxes of the Company 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, the 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 jointly control all proceedings taken in connection with settle any such Tax ClaimClaim without prior written consent of the other party. 9.7.2.3 The Tax Indemnified Party (3) Purchaser and each of its respective Affiliates the Company shall cooperate with the Tax Indemnifying Party Principal Seller in contesting any Tax ClaimClaim for which Principal Seller may be liable under Section 7.01(a), which cooperation shall include include, without limitation, the retention and (upon the Tax Indemnifying PartyPrincipal Seller’s request) the provision to the Tax Indemnifying Party 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. 9.7.2.4 . In no case shall the Tax Indemnified Party, the Company or any of their respective officers, directors, employees, stockholders or Representatives Purchaser Indemnitee settle or otherwise compromise any Tax Claim without the Tax Indemnifying PartyPrincipal Seller’s prior written consent. Neither Party party shall settle a Tax Claim relating solely to Taxes of the Company for a Straddle Period without the other Partyparty’s prior written consent.